Ben's Lovely Ghost
by yugiohfan163
Summary: Ben x Female Ghostfreak. Use to be Co-written with GreyKing46. What would happen if Ghostfreak turned out to be a female when she was freed? A different life for Ben that's for sure. Takes place in the very first series. I don't own the image that inspired me to do this.
1. Chapter 1

Ben's lovely ghost

chapter 1

Another ben story co-written with GreyKing46. Ghostfreak's female form was inspired by a pic I found on rule34 done by an artisit called Drago-flame.

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We currently find ourselves at a simple park where we find Ben Tennyson trying to help a child that had stuck up a tree. His choice alien this time was Wildmutt.

"It's okay, I'm gonna get you down." came Ben's voice from wildmutt, which was surprising considering he could only growl and snarl in that form.

"Help me!" The child yelled in fear.

"Don't worry, I'll get you down in no time." reassured Wildmutt.

"But I don't want to get down." came a whispy voice as the child turned and a lone pink eye was on his face.

Wildmutt staggered back, but the branch he was on turned into a gray hand that grabbed him and he found himslef held up to Ghostfreak's face.

"I want out!" yelled Ghostfreak as the dream faded around Ben.

(Real world)

"AAAAAAAAAAAAAAHHHHHHHHHHHHHHH!" Ben screamed as he fell out if his bed, waking up from a nightmare.

"Shut up doofus. Im trying to sleep." Gwen muttered aa she rubbed her eyes sleepily.

Ben didn't even listen as the dream stayed in his mind. It was freaky and felt so real, but it couldn't be, could it?

"Hey dweeb, what's with you?" asked Gwen seeing Ben just sit there.

"Are you okay Ben?" Grandpa Max asked as he lookes at his Grandson in worry.

"Yeah, I just had a nightmare, that's all." reassured Ben as he climbed back onto the top bunk.

"Oh your such a baby Ben.' Gwen mocked.

"And you're a geek." retorted Ben who snuggled under his covers to try and go back to sleep while trying to forget the nightmare.

(Next day)

Ben sighed as he followed his cousin around the geek school. He was bored out of his mind, but he didn;t want to be. Or it would slip to his dream.

"And this is our chemistry lab." replied Tiffany showing Gwen and Ben the academy's lab. While Tiffany and Gwen talked about her possible enrollment, Ben was looking at the beakers and saw the familiar eye of Ghostfreak.

"Let me out." came Ghostfreak's voice as Ben stumbled back from the beaker.

"What?" Ben muttered

"LET ME OUT!" Ghostfreak yelled again

"Ben? You okay?" Grandpa Max asked

Before he could answer the wall was blown open and the Circus Trio entered.

"Hey, there's that brat that got rid of Zombozo." replied Acid Breath.

"Time for some payback." replied Thumbskull cracking his knuckles.

"Not today." replied Ben circling through his aliens. He set the icon to Heatblast and slammed down, only for it to be revealed that he had transformed into Ghostfreak.

However something was different with Ghostfreak. It gave a dark, cruel chuckle and began to maliciously destroy the three mutant carnie criminals.

Gwen and Grandpa Max were stunned by Ben's vicious onslaught of the cirvus freaks.

"Ben, are you trying to ruin my chances at this academy? Ben! I'm talking to you." yelled Gwen to her cousin.

Ghostfreak merely turned to her with his pink eye and replied, "Ben's not here." Gwen stepped back as Ghostfreak let out a dark chuckle. While that was happening, the circus trio were making their escape. "Oh, seems they didn't learn their lesson." replied Ghostfreak who went after them.

As soon as he left the building, the Omnitrix began to beep red.

"NO NO NO! I'M NOT GOING BACK!" Ghostfreak yelled.

Ghostfreak made it into some shade before the watch timed out and was covered in a red light that died down to reveal Ben.

"Man, glad that's over." sighed Ben.

"Oh, I wouldn't say that." came a familiar voice. Ben slowly looked up and his eyes widened to see Ghostfreak himself hovering there.

"B... But... thats impossible... I'M you..." Ben muttered in shock as he fell back.

"Wrong. My conscious stayed in tact in that watch. And I've been trying to escape ever since. And now, my time has come." replied Ghostfreak whose sharp claws ripped through the covering on him and pulled it off of him to reveal 'his' true form. Ghostfreak's form had a purplish skin that looked similar to a hood that reached down to a black and white striped tail Ghostfreak had. 'He' also had a pale face that looked like a human female except for the lone pink eye that stared down at him while the other eye was covered by a few smaller black and white striped tentacles. Ghostfreak also had what seemed like black lipstick on.

Ben just stared in shock "Y... Your... a... g... girl...?"

"Oh course. I've always been a female. Do you have any idea what it's like when you turn into me? It disgusts me every time." came Ghostfreak's whispy-like voice that actually sounded more feminine now that the cover was off.

"Er... s... sorry..." Ben muttered as he looked up at her, his green eyes meeting her single pink one.

"Too late for apologies. Now I shall take over your body so I may control the omnitrix." replied Ghostfreak reaching towards Ben, only to recoil as her fingers burned from the sunlight. "Ahh!" She quickly turned intangible and went through the nearest wall.

Ben was frozen for a few seconds, staring where Ghostfreak had been "She... was really pretty...in a dark disgusting way..." he said subconsiously.

"Ben, there you are." came Max's voice as Ben turned to see his grandpa and cousin catch up with him. "You alright."

"No. Ghostfreak's free." replied Ben.

"Ben, we know you're free." replied Gwen.

"No, I mean Ghostfreak herself." replied Ben.

"Herself?" Max asked in confusion

"You got something you haven't told us Doofus?" Gwen asked with a raised eyebrow.

"Turns out Ghostfreak was a girl the whole time." replied Ben.

Gwen was silent for a moment before bursting into a fit of laughter.

"It's not funny!" Ben yelled.

"Sounds funny to me." replied Gwen with a grin.

Ben just glared and soon the two began to argue loudly.

Further away Ghostfreak fazed through the wall and stared down at Ben from the shadows.

'I may despise that brat for keeping me prisoner, but he does make cute faces.' thought Ghostfreak out of character for her.

*time skip*

It was now raining and Ghostfreak was floating above Ben with a wide smirk on her face.

"Hello, Tennyson." came Ghostfreak's voice as Ben turned around to see his former alien.

"Ghostfreak, I should have known you'd be back. Well you're not getting the omnitrix." replied Ben getting ready to go hero.

"Please. As if you could stop me child." Ghostfreak taunted, her face growing into a large grin as she reached out for Ben's wrist.

"I warned you." replied Ben as he was covered in a green light that died down to reveal him as Heatblast. "Alright, time to turn up the heat." Heatblast gathered some flames together an chucked the orb at Ghostfreak.

Ghostfreak dodged and punched Ben, sending him stumbling back. A purple energy blast then fired from her chest/stomach area.

Heatblast managed to push himself back up and took a deep breath and released a blast of his mouth directly at the Ectonurite.

Ghostfreak was sent flying back, Heatblast being hit from Ghostfreak's blast at the same time.

Heatblast lifted himself up form the blast and heard the sound that signaled his time limit. Soon he was covered in a red light and returned back to normal.

Ghostfreak on the other hand still had energy to spare, but was still hurt from the fire blast.

Ghostfreak slowly floated towards Ben, wobbling in the air slighty from her injury. "I told... you it was useless... boy..." Ghostfreak mocked. She was tired, she went at full power BEFORE the fight and now she had used a large amount of it in that blast.

Ben looked up and noticed bolts of lightning that seemed ot get closer to their location. His eyes widened as a bolt of lightning was coming down towards them and Ben felt instinct guide him as he reached out and grabbed Ghostfreak's wrist.

"What are you-" Ghostfreak was cut off from seeing Ben move himself behind her and her lone eye widened as a bolt of lightning came down and hit Ben instead of her.

And then there was only a white light...

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	2. Chapter 2

Ben's lovely ghost

chapter 2

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"Ben!" Gwen and Grandpa Max ran onto the roof of the building only to see that it was deserted.

Where he is? I swear I saw him and Ghostfreak up here." replied Gwen with a confused look.

"Maybe he headed back to the rustbucket." suggested Max.

"Yea." Gwen nodded before the two turned around and ran downstairs again, heading towards the RV. Ripping the door open the two gasped at what they saw.

They saw Ben bandaged up around his body with a small one on his head. This confused as them on how an injured Ben made it to the RV.

"What happened to him?" Gwen asked in shock as Max ran to Ben's side and began to check him over.

"I don't know Gwen. He looks like he had gotten very lucky." Grandpa Max sighed in relief.

"Yeah, but how'd he get back here if he was struck by lightning?" asked Gwen who knew even her cousin wouldn't be able to survive a direct hit like that.

What they didn't notice was the lone pink eye looking into the RV though one of the windows.

Ben groaned as he slowly opened his eyes "Ow. My... everything hurts."

"Ben!" The other two Tennysons gasped in unison.

"Grandpa, Gwen, what happened?" asked Ben.

"You mean you don't remember anything?" asked Gwen.

Ben shook his head no.

"Well. At least your okay." Max sighed

"What happened to Ghostfreak?" The red head asked

"No idea." Ben shrugged

"Well I hope we've seen the last of her." Max sighd

"I doubt it." Gwen muttered

Ben had started tuning them out, his eyes looking at the rain beating down against the window.

'Why do I feel like she's closer than before?' thought Ben in wonder.

Ghostfreak herself had floated inside the RV and was careful not to be seen and watched as Max and Gwen took shifts to keep an eye on Ben.

'Why did I help him in the first place? Did I feel bad for him, or did I just not want his body to be damaged?' wondered Ghostfreak in thought.

Her mind shifted back to a little while ago, after the blinding white.

Ben had fallen to the floor, his body smoking.

"H... He... He saved me..." Ghostfreak muttered in shock. She was exhausted and didn't have time. She was unable to go intangible, she didn't have time. She would have died. He... he... "He... saved ME..."

Ghostfreak heard what sounded like footsteps coming closer and acted without thinking. She carefully scooped Ben up and carefully floated to the RV without being seen. Then after setting him down in the bed, she got to work on his wounds. And she had managed to evade Max and Gwen before they opened the door.

'If he knew what happened, I wonder what he would say.' thought Ghostfreak in wonder.

It was at that moment that Gwen got up to keep an eye on Ben. That's when Ghostfreak got an idea.

Flying fast she entered Gwen's body, making it stiffen. Gwen's green eyes changed into purple and black lines appeared around them, her lips shifted into a slight smirk.

"Hmm... less developed than I prefer." Ghostfreak muttered through Gwen's lips as she looked at her body "But it will do for what I want."

Ghostfreak/Gwen walked over to Ben's body which was currently sleeping.

'Hmm, he makes a cute face when he sleeps.' thought Ghostfreak.

"Ah..Gwen?" Ben opened his eyes a little and saw the outline of his cousin stand beside him.

"Hey Ben. You feeling better?" Ghost-Gwen asked in concern.

"Yeah, still sore though." replied Ben.

"That's a relief." sighed Ghost-Gwen.

Ghost-Gwen sat down on the bed next to Ben "Do you need anything Ben?"

"Okay. Who are you and what have you done with Gwen?" Ben asked with a slight glare, his eyes nearly focused again.

Ghostfreak stiffened up at that, but tried to play it cool. She coughed before replying.

"What's wrong doofus? Something wrong with worrying about you?" asked Ghost-Gwen with a good impersonation of Gwen.

"No." Ben admitted "But you don't normally care." He added in a mutter.

Ghostfreak felt a pain in her chest when she heard that with her better hearing.

"Even I know when to put aside my dislike of you to care." replied Ghost-Gwen who tried hard not to reveal her true self.

"I guess." Ben muttered.

"Hey, Ben." Ghost-Gwen asked.

"Yea Gwen?" The brunette asked back.

"Why did Ghostfreak want to kill you or whatever she was doing?" Ghost-Gwen asked before she could stop herself, she was curious about his opinion since he saved her but she hadn't meant to ask.

"She said she was in my watch. She said she had been alive this whole time." replied Ben. "Must want vengeance on me or something." guessed Ben.

"It actually scares me you know." Ben stated.

"Scares you?" Ghost-Gwen asked in shock and confusion.

"Yea." Ben sighed as he looked at the Omnitrix "What if they are all alive in here? That this was made by some cruel lunatic that locked them away? Stole their lives? And without even knowing, I have been keeping them all prisoner? Using them? Hurting them? That... that is just wrong. And it makes me feel terrible."

Ghostfreak was shocked at Ben's statement. She had never NEVER imagined that the boy didn't know she was in there or even cared... or that the THOUGHT of her being trapped in there scared and hurt him... she was seeing him in a new light...

"Well, maybe this helped you." guessed Ghost-Gwen.

"Helped? Like how?" asked Ben with his back turned to her.

"Helped you to learn and appreciate your aliens more." Ghost-Gwen said.

Ben furrowed his eyes at the response but began to mull it over. He was still exhausted from what happened and decided to sleep on it. He closed his eyes and was out like a light in no time.

Ghost-Gwen smiled that he was getting rest and unconsciously rubbed his head with a smile. This boy was changing her somewhat, and she rather enjoyed it.

"Hey Gwen, what're you doing?" came Max's question. Ghost-Gwen stiffened up at not noticing Max and needed to think fast.

"J... Just checking to see if Ben had a fever Grandpa!" Ghost-Gwen lied quickly, not facing him.

"Well alright, but he looks asleep. We better let him rest." suggested Max going back to the steering wheel.

Ghost-Gwen sighed in relief and smiled at Ben one more time before exiting Gwen's body.

Gwen fainted on her seat while Ghostfreak floated above Ben invisible, looking down in a mix of loathing, fasination, confusion and want

'What arw you Ben Tennyson?' Ghostfreak asked as she leaned down, face to face, her lips inches from his.

Just as her lips were about to make contact, she realized what she was doing and floated back before leaving through the RV.

"What was that?" She thought aloud, flouting in the trees and looking at Ben through the window of the RustBucket "I... I almost..." she brought her hand up to touch her lips but stopped aa she felt the heat of her cheecks and her pink visible eye widened...

She was blushing!

"Who are you Ben 10..." Ghostfreak muttered in shock, fear and wonder "... And... just what are you doing to me?"

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	3. Chapter 3

Ben's lovely ghost

chapter 3

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(1 week later)

Ben rolled his shoulder to get the kinks out after being tied up for a week straight. Thankfully his wounds from the lightning had healed and left him able to continue his hero duty.

But he had to wonder. Things had been strange for the last week. Like someone was watching him. And sometimes Gwen started acting all nice and weird around him, it honestly freaked him out.

"I wonder if I conked my head." wondered Ben out loud, unaware of a lone pink eye watching him from the bushes that were outside the RV.

'Phew, he didn't see me.' Ghostfreak sighed as she looked at him 'Why have I been following him for the past week, overshadowing his cousin, watching him, careing for him?'

Ghostfreak tapped her head wanting to know the answers. This feeling had effected her completely and she was absolutely lost as to what she should do.

And as she thought, her mind began to wander 'I mean yeah he is very cute. He is very selfless at heart. He can be quite funny at times. It is fun to talk to him and there isn't that much bad with him... wait...' Ghostfreak's eye widened as she realized what she had been thinking.

She had a crush on him.

She layed against the tree trunk as she let that info sink in.

'I have feelings...for that boy?' asked Ghostfreak to herself.

She began to shack her head 'No! No that's not possible! I CAN'T have feelings for that boy... and... and yet...'

She was pushed out of her thoughts from hearing the door to the RV open. She carefully peaked through the shadows and saw Ben coming out and stretching.

"Man, good to feel the sun." sighed Ben with a content.

"Don't over do it Ben. We don't want you to hurt yourself again." Max warned.

"Yea Doofus. I don't want to look after you for another week." Gwen shot at him.

Ben stuck his tongue out at her and began to head into the woods nearby. Ghostfreak's eye widened as he came her way and she quickly hid in the tree so he wouldn't see her.

'I can't let My Ben see me. It'll ruin everything!' Ghostfreak mentally panicked as she hid by turning invisible as the sound of rustling leaves got Ben's attention.

"Huh. Must have been nothing." Ben shrugged as he turned away and kept walking.

'Few... he almost saw me.' Ghostfreak sighed in releif as she became visible again. Her eye widened as she realized something "Wait... since when was he MY Ben?!" She then 'meeped' as she hid again when her loud thoughts drew Ben's attention.

"Hello? Is someone there?" Ben asked to the foliage.

Ghostfreak stayed quiet, hoping that he'd go away.

Ben was close to looking behind the foliage, but stopped when he heard a strange noise coming closer. He looked up and spotted some kind of red object coming in closer.

Ben growled "Vilgax again?!"

Ghostfreak couldn't help but sigh in relief.

The red object crashed the ground and caused the ground to shake. Ben readied the omnitrix as the large object began to transform into a robot just like the one he destroyed when he was Diamondhead back when he first got the watch. And guess who was on top of it's head?

"Tennyson!" Vilgax roared from attop the robot.

"Vilgax." Ben said simply, glaring at the squid-like alien warlord.

"Tennyson, did you really think I would perish from having my ship explode?" asked Vilgax with his arms crossed.

"Well... yeah. That does tend to kill most people." Ben stated simply.

"He has a point." Ghostfreak muttered off hand.

"Well this time, I will have vengeance on you and your family." declared Vilgax jumping off the robot as said machine began to head towards Ben with one of it's lasers pointing at him.

Ben just smirked "Please! I'll beat you again!" However, before he could slam his hand on the omnitrix the alien fired a blast which sent him flying back.

Ghostfreak gasped and watched as Ben bounced a few times before stopping. Ben tried to push himself up and felt his body lock up on him.

"Just when I was done with being cooped up." muttered Ben who slammed down on the omnitrix and became Upgrade. "Let's see how your machine works after an upgrade." declared Ben.

Upgrade jumped forward and engulfed the machine, making it his to use. He moved it around and began to repeatedly fire at the warlord, but Vilgax easily dodged the attacks and charged, placing a hand onto the Omnitrix plate. A flash of red happened and Ben was expelled from the robot.

"Damn it, I forgot you could do that l." Ben muttered as he pulled himself back up, the Omnitrix began to reactivate, getting for ready Ben to select another alien.

"I won't let you use the watch." Vilgax charged and grabbed Ben's arm and held him up and away from reaching it. "Now i can rip it right off your arm with ease." replied Vilgax showing his claws.

"No!" Ghostfreak yelled as she raced out as fast as she could, she didn't even think, she just reacted. She gave a powerful slash and cut Vilgax across the face, one of her clawed fingers ripping one of his tentacles off as he was sent away from Ben.

Ben dropped to the ground and looked up in shock to see Ghostfreak floating there.

You stay AWAY from him!" Ghostfreak yelled.

"Ghostfreak...?" Ben muttered in shock and wonder.

"You INSECT!" Vilgax roared, holding his bleeing face.

"You won't harm this boy anymore!" yelled Ghostfreak.

"We'll see about that." replied Vilgax snapping his claws as the robot turned it's attention to the Ectonurite and boy.

"Are you okay Ben?" Ghostfreak asked as she looked at the tree tops, if she wasn't careful she would be caught in the sun light... damn suit. If only she could get it repaired to NOT cover her up so much and make her look and sound like a guy.

"Uh, yeah sure." replied Ben getting back up. He quickly went through his aliens and slammed down to become...

"XLR8? Huh. I can work with this." Ben muttered.

"Yes you can..." Ghostfreak muttered subconsciously, looking XLR8 up and down.

"What was that?" XLR8 asked suddenly.

"Nothing! You break the droid! Ill hold of the squid!" Ghostfreak said quickly before she flew at the warlord and engadged him in battle.

"On it." replied XLR8 as his visor came down and he began to run around the droid. It tried to keep track, but it kept missing each blast it fired at the fast alien.

Ghostfreak slashed Vilgax across the chest before raising her arm and blocking a hit with her forearm "Just leave him alone!"

"Stay out of this Ectonurite! I will claim what is rightfully mine!" yelled Vilgax as he tried to crush Ghostfreak who easily went intangible and let his fists go right through her.

"Has it ever occured to you that if you had left him alone he would have never even gotten INVOLVED with you and you could have conquered lots of planets!" Ghostfreak yelled as she caught him in a fullnellson and began to chock him.

"Don't bother worming your way out of this!" yelled Vilgax gripping her and slamming her down on the ground.

XLR8 noticed what happened while he dodged the droid's blasts and raced over to help Ghostfreak.

Ghostfreak fazed through the ground and re-emerged giving Vilgax an uppercut "You fail because it's your fault!"

Vilgax was dazed from the punch and didn't react in time when XLR8 suddenly came towards him and delivered several jabs with his sharp claws.

Ghostfreak then wrapped her tail around Vilgax's throat and began to choke him so he could barely focus and stay awake before throwing him at the drone.

The impact of Vilgax hitting the droid sent both warlord and machine crashing into some trees.

In the moment of calm Ghostfreak turned to XLR8 and gave a nervous smile.

"Um...I can explain?" tried Ghostfreak twiddling with her claws.

"Sure. But be fast." XLR8 said quickly, keeping his eyes on the woods.

"Well, I've kinda...been...helping you...from the shadows." started Ghostfreak with an embarrassed blush on her face. Before she could continue, a large tree came soaring through the air and hit XLR8.

XLR8 gasped as he collided with another tree, falling unconsious and flashing red as he reverted to Ben.

"BEN!" Ghostfreak yelled in fear.

Ghostfreak noticed Vilgax starting to get up and saw sunlight was starting to come through and she dove into Ben's body out of instinct.

Ghost-Ben's eyes snapped open, his eyes pink again and black marks covered his face. "I'm sorry Ben." She sighed as he got back up, glaring as Vilgax walked into sight.

"Now Tennyson, I will take the omnitrix now." proclaimed Vilgax as the boost steroids on his arms made his arms bigger.

Ghost-Ben glared "No! I wont let you take it from him!" Dials through the Omnitrix for an alien.

Ghost-Ben slammed down on the omnitrix and soon became Fourarms.

However there was a slight difference. The eyes were pink and black lines came off the corner of them. And several white and black stripped tentacales burst from his back.

"What is this monstrosity?" Vilgax questioned stepping back.

"This is something that will beat you." Ghost-Forearms growled as he charged and punched Vilgax, shattering his jaw area.

Ghost-Fourarms followed up with a double punch to the stomach, shattering the armor there.

Ghost-Forearms then grabbed Vilgaxe's head tightly and brought it down onto its knee which was going for a kick, cracking the skull, before the tentacales wrapped around Vilgaxe's arms and legs and began to pull, popping them from their joints and kept going, filling Vilgax with pain.

'Stop! He's had enough!' yelled Ben's mind from inside the tetramand body.

Ghostfreak stopped and released Vilgax.

The squid alien fell to the floor in a heap.

'Very well.' replied Ghostfreak leaving Fourarm's body as it returned back to normal.

Ben gasped as he collapsed, the strain of the Omnitrix's malfunction for the transformation as well as the battle and not being at 100% taking it's toll.

Ghostfreak got to work on checking him over and didn't notice Vilgax making a run for it.

"Ben. Ben, stay with me." requested Ghostfreak shaking Ben.

Ben just groaned softly in pain.

Before Ghostfreak could sigh in relief, she heard Gwen and Max's voices coming closer. She began to panic at what to do and suddenly spotted a warehouse a little bit away.

Without thinking, she grabbed Ben and flew towards the wearhouse, hissing as she passed through several beams of light and was burned slightly from the light. She panted as she arrived at the werehouse and gently set Ben down on the ground "Your okay now." She smiled as she brushed some of his hair out of his eyes before HER eye widened.

"Oh no, what have I done? I just committed a kidnapping. And with how banged up he is who knows what I can even do to help him." sighed Ghostfreak slapping herself in the mind.

She then gasped as a few spots of red appeared on Bens white and black shirt... some of his wounds reopened! She quickly, and luckily, found a first-aid kit and got to work patching him up "It's okay Ben. Im here. I'll keep you safe. I promise."

While Ghostfreak was working on his wounds, a small smile graced Ben's face.

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	4. Chapter 4

Ben's lovely ghost

chapter 4

Happy Halloween! I originally wanted to post something else for this day, but I've been busy, so I hope this chapter works.

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It had been a day since Ghostfreak had brought Ben to the warehouse and had managed to heal most of his major wounds.

'The smaller ones should heal soon.' thought the Ectonurite.

Ben groaned as his eyes began to slowly open.

Ghostfreak floated over to Ben and sighed in relief to see him beginning to wake.

"Wha..? What happened?" groaned Ben holding his head.

"Vilgax hurt you. I patched you up." Ghostfreak explained as she lightly ran her hand over his head, through his hair.

"Really?..Thanks." grinned Ben before he looked around. "But where are we?"

"A small warehouse near where he attacked you." Ghostfreak explained.

"But, where are Gwen and Grandpa?"

Ghostfreak blushed here "Well... you see..."

Ghostfreak was too embarrassed and rushed through the explanation, letting Ben hear only small pieces of it.

Ben's eyes widened at her explanation and facepalmed "Great."

"I'm sorry." she apologized while looking away, figuring he would be furious at her.

"No no. It's okay." Ben sighed.

Ghostfreak smiled in relief, but thought of something. Now that her true self was known, maybe she should get a name that fit her.

"You know... I don't think 'Ghostfreak' suits me." Ghostfreak explained.

Ben rubbed his chin in thought as he figured 'Ghostfreak' would be way too offensive now that he knew who she was.

"I don't know..." Ben groaned as he tried to think of one.

Then the perfect name popped in his head. "I've got it! Spectra!" replied Ben with a smile.

Ghostfreak's eye widened before she gained a soft smile "That's perfect. Thank you."

Ben smiled back as he found her smile contagious and cute to look at.

"Erm... I... I'm curious... why did you want me to give you a new name? And why were you going by Ghostfreak? Don't... Don't you have you own name?" Ben asked cautiously.

"I... I don't remember..." the now re-named Spectra said sadly, her smile fading and instantly Ben felt sad inside from that smile being lost.

Ben surprised Spectra by getting up even from his injuries and enveloping her in a hug.

Spectra's visible eye widened before it closed smoothly and she hugged him back, snuggiling her head into the crook of his neck.

'Wow, she's actually pretty warm.' thought Ben who found himself holding even closer just to feel this warmth.

Spectra smiled wide into the hug. He was so warm... so nice... she got caught up in the moment and pulled back... before she leaned forward and kissed him... and it felt good... she wondered if he'd... 'No! Bad thoughts!' She old herself mentally. So she just started to enjoy the kiss.

Ben was shocked to see Spectra pressing her lips against his, but it felt really nice so he merely went with the flow and held her head there.

Spectra wrapped her long arms around Ben and held him close as her long tongue, similar to her tentacles, accidentally slipped into Ben's mouth making the young Hero to pull back, coughing a bit and looking confused.

"What was that?" Ben asked with a confused and weirded out face.

"That was my... er... tongue..." Spectra said as she let the long white and black stripped organ slip from her blacklips for a second "I... got a bit carried away... and accidentally tried to deepen the k... kiss we where having."

Ben was curious about that feeling as he saw Spectra's tongue. It wasn't necessarily bad, he was just caught off guard with it.

"W... Why did you kiss me?" Ben asked with a stutter, which he cursed himself for in that moment.

Now it was Spectra's turn to feel embarrassed as she looked away, but answered nonetheless. "W...W..Well, I just...thought that..." Spectra couldn't finish as she was way too embarrassed.

"Thought what? You can tell me." Ben encouraged.

Spectra could barely look him in the eyes, but knew he would just keep asking her if she didn't tell him. She sighed before turning towards him with a nervous look on her face.

"I... think I... have fallen in love you..." Spectra said as she blushed brightly.

Ben was stunned in silence at that. Sure he did find her rather cute after finding out about her real gender, and she did help him fight Vilgax and fix him up.

"Well, I wouldn't call it love, but I definitely like you, a lot." replied Ben.

Spectra flinched a bit at the start but at the end her black lips split into a wide smirk before she hugged Ben again.

Ben returned the hug and noticed a sound. Like voices. He listened closely and heard his grandpa and Gwen!

"Grandpa! Gwen!" Ben called to them.

Spectra instinctively tried to get out of Ben's grip and hide.

Ben noticed her attempt and hiding and held onto one of her hands. "Wait, You don't need to hide." 

Spectra shook her head "I can't. It's better if I hide. If I watch you from the shadows, to protect you from there. And that way I can stay safe. In the darkness. Until I can be in the light with you." She fazed her hand through his grip and kissed him quickly before she flew away, turning invisible and hiding.

"Ben!" called Max as he and Gwen pushed away the wooden planks and ran to Ben before pulling him into a hug.

Ben was oblivious to the twos fussing as he looked out, at the spot where Spectra faded away...

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	5. Chapter 5

Ben's lovely ghost

chapter 5

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It had been a week since Ben had awoken with Spectra.

During that time, he had been given time to think on what his new feelings for the Ectonurite were.

And he was honestly confused.

On one hand, he was clueless consider he didn't date much, but on the other hand, he did enjoy the time they spent together.

"Man, this is hard." groaned Ben.

"What's hard Ben?" Max asked, having heard him.

"Uh, nothing. Just this darn watch again." Ben quickly fiddled with it to make it more believable.

"Oh. Well don't worry too much about it Ben." Max smiled.

Ben nodded to his Grandpa an looked out the window, trying to find the answers in the passing scenery.

Meanwhile, said female ghost alien was hiding the the back of the RV, invisible.

'I hate having to hide like this.' thought Spectra.

Spectra sighed as she clenched her fist, shaking a bit

'It's not fair! If only I could be visible in public, then maybe Ben might consider being with me.' thought Spectra letting a few tears fall.

'If... If only I could be able to turn human.' She thought angrily.

Spectra began to get impatient and stuck her head through the wall to see what was going on. Ben seemed to be in deep thought while Max kept the ride steady. That just left...

"Gwen." She thought aloud as a smirk spread on her face.

"You say something Ben?" Max asked curiously.

"Uh? No." replied Ben looking back out the window and not spotting a certain Ectonurite slowly creep up behind Gwen before fazing into her.

Gwen stiffened as her eyes once again turned purple and the black marks appeared "I still do not enjoy this body. Maybe if she was a bit older." Ghost-Gwen commented casually

"What was that Gwen?" asked Ben overhearing his cousin mutter to herself.

"Nothing! Can I talk to you please Ben?" She called back.

"Uh, sure?" responded Ben with a confused look.

Gwen walked to the back of the RV, keeping her back to Ben so he didn't see her eyes, and pulled the curtains closed so Max wouldn't snoop.

"Gwen?" now Ben was definitely confused by her odd actions.

Gwen turned around to face Ben "Hello Ben." She smiled.

Ben noticed the different colored eyes and could only mutter one name. "Spectra?"

"Yes." Ghost-Gwen said as she hugged him.

Ben felt a little weirded out considering this was his cousin's body, but he didn't want to come off as rude and returned it.

"I am sorry about this." Ghost-Gwen said simply

"About what?" asked Ben.

"Having to take her body." She said simply

Ben rubbed her back and understood what she meant. She could have her body go solid, but it easily stood out. It made sense to use his cousin's body otherwise she would be easily spotted.

"It's okay." Ben sighed.

Ghost-Gwen smiled at him understanding and pulled back with a smile.

She then did something surprising and pulled him into a kiss which he instantly broke.

"Woah!" Ben was surprised by the move and held Ghost-Gwen back.

After a few seconds of registering what happened he yelled "WHAT IS WRONG WITH YOU?!"

Ghost-Gwen flinched from Ben's tone and began to tear up. "W-what?"

"THAT'S MY COUSIN YOU TRIED TO KISS ME WITH!" Ben yelled again.

"What's going on back there?" Max asked as be quickly parked and moved to the back, throwing the curtains open.

Ghost-Gwen freaked out at hearing Max come and quickly exited Gwen's body and slipped through the floor, but with tears in her eyes.

"W... Wait!" Ben yelled as he pushed past Max and ran outside "Spectra! Spectra!

"Ben!" Max yelled as he followed after checking Gwen was okay.

"Spectra!" called Ben looking around the RV. "Where are you!?" called Ben.

He soon found the female alien crying, huddled against a tree.

"Spectra?" Ben took a cautious step to her.

The crying alien girl looked up slowly.

Ben was about to speak, but found Spectra holding his legs while crying her eye out.

"What's wrong?" Ben asked worryingly.

"I'm sorry! I'm sorry! I'm sorrrry!" cried Spectra.

"Hey hey hey. It's okay." Ben tried to calm her down

"No! It's not." cried Spectra feeling like she blew her chances with Ben.

Ben sat down and pulled her into a hug.

"I'm not mad. I was just surprised is all. You were using Gwen's body after all. But I'm not mad. So don't cry, okay?" Ben rubbed her back to calm her down, which seemed to work.

Spectra sniffed as she slowly stopped crying.

"I-I'm just lonely." sniffled Spectra. "I can't be there with you cause I'll die from the sun. I can only use someone else's body to even hold your hand."

"It's okay." Ben smiled as he kissed her forehead.

Spectra smiled at the young man she had grown to love and held him close.

Ben just held her close "It's okay. I'm here." He soothed her.

Meanwhile Max had caught up.

"Ben! what's going-" Max stopped at seeing Spectra near him. "Get away from my grandson!"

"No!" Ben yelled at Max "Leave her alone Grandpa!"

"What?" Max stopped right there in confusion.

"She's not evil or anything." Ben explained.

"Ben, she tried to take control of you." replied Max.

"She thought I was the bad guy and trapped her in the watch like some cruel monster." Ben explained.

Max didn't have a better way to counter and just rubbed his head, feeling a headache come on. "Well why is she here?"

"She's been looking after me for a while." Ben explained "And I accidentally hurt her feelings."

"Oh, well whatever's been happening, you'll have to fill me in later. But if you feel she can be trusted, I'll let her ride with us no problem." replied Max.

"R... Really?" Spectra gasped.

"Yes. If Ben can feel safe near you, then I believe him." smiled Max.

Spectra hugged Ben tightly "Thank you!"

"Now then, let's get you a bed ready." remarked Max heading back to the RV.

Spectra followed, holding Ben's hand.

After getting back inside, Gwen was washing her mouth out with mouthwash. "Why does my mouth have a horrible taste?"

Spectra giggled as she floated in "No telling Gwen." She whispered to him

Ben nodded as he'd rather forget that moment and noticed night coming.

Spectra turned invisible and floated up behind Gwen before she said aloud "Hello."

Gwen turned and jumped back before sprinting out the bathroom.

Spectra laughed as she floated in and became visible.

"Nice one." grinned Ben.

"Thank you." Spectra smiled.

"Well, time to get some shut eye." replied Ben stretching.

"Okay." Spectra nodded before she blinked "Erm... where do I sleep?"

"Well, maybe you could float beside me." suggested Ben with a bashful look on his face.

"O... Okay." Spectra nodded with a small blush.

Soon all residents in the vehicle got under their beds while Spectra herself layed down next to Ben's sleeping form.

'This... feels nice.' Spectra sighed as she snuggled close to Ben and fell asleep.


	6. Chapter 6

Ben's lovely ghost

chapter 6

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The inside of the RV was filled with snoring as Ben was happily snoozing in his bunk as Spectra was floating next to him. She had her claws propped up against her head like a pillow and could easily sleep floating without the need of a bed.

The clock went off and began to stir Ben as he yawned and turned to Spectra and smiled at her sleeping form.

"Spectra, time to wake up." he whispered as she twitched a little in her sleep before her lone eye started to open.

"Mmm, morning already?" she yawned and stretched her arms above her head as Ben got down from his bunk and headed to the bathroom.

"Yea." He nodded with a smile.

While Ben went to wash up, Spectra stretched her body out and began to smell something good being made in the kitchen area.

Curiously she floated over to find the source of the smell. There she saw Max cooking up breakfast that looked like something one would find in the deep ocean, on another planet.

"What's that?" She asked.

"A special dish that I've been wanting to try out. The ingredients were hard to get." replied Max.

"... And what is the dish?" She asked.

"Porcupine and Baltorn slug stew." Max grinned.

"Smells great." smiled Spectra licking her lips.

"Thanks! At least SOMEONE likes my food!" Max grinned.

That's when Ben and Gwen walked in and smelt the food.

"Blek!" Ben muttered, scrunching his face up in disgust.

"Good to see you kids are up. Breakfast is almost ready." smiled Max.

"Oh great." Gwen grumbled.

Max brought the pot over to the table as they took their seats with Spectra floating beside Ben.

"This looks amazing!" She grinned.

Ben and Gwen grimaced as Spectra eagerly dug right in when some was put in her bowl.

The two passed their food to her nervously

She didn't hesitate in cleaning their bowls.

"Thank you." She smiled

"I don't get how you can stomach that stuff." spoke Ben.

"Its delicious." She said simply

That's when Max turned the TV on and a sudden news bulletin showed. 

The TV showed a report of a biker gang robbing a bank, being lead by a familiar person...

"Rojo? That crazy biker chick is at it again." groaned Ben. "Grandpa, fire up the engine!" He called.

"Already ahead of you." spoke Max taking his seat behind the wheel.

"It's Hero Time!" Ben grinned as the RV raced towards the bank.

As it got closer, they spotted Rojo and her cronies loading the money onto their bikes.

"Well, time to get to work!" Ben grinned. He dialed in an alien before slamming down on it. Cannonbolt raced out at high speed towards Rojo and her gang

Rojo and her gang ran out of the way as Cannonbolt crashed into their bikes.

"STRIKE!" he called in victory.

"You're dead!" called Rojo as she and her cronies started firing at him.

"Don't think so." Cannonbolt grinned, staying curled up so the bullets just bounced off his shell.

Gwen chanted a spell as the pieces of the bikes formed into a golem that walked toward the gang.

"I did NOT sign up for this!" the newest member yelled in fear.

While that happened, Cannonbolt drew their attention while Spectra noticed Rojo's mature body.

'I can't be with Ben in public with my ghostly form... and her body is a nice specimen.' She thought.

Seeing how she wouldn't see her in time, Spectra went intangible and went down into the ground. She sped under ground, bolting up and into Rojo's body

Said girl stiffened up as Spectra took over.

"That worked." Spectra grinned. She aimed her weapon at the cronies and started firing.

The gang jumped out of the way. "Oh god Rojo, what is WRONG with you!?" One yelled.

"Cleaning up the pests." spoke Spectra as Cannonbolt rolled at the goons.

"Spectra?" He asked.

"You know it." she replied as the two goons were tied up by Gwen's golem using a pipe to wrap around them.

"Cool." Cannonbolt muttered.

Soon he reverted back to normal as Gwen dismissed her golem back to pieces.

"So what? You're stealing her body?" Gwen asked in disbelief.

"Not exactly." spoke Spectra.

"Than what are you doing?" asked Ben scratching his head.

"Yea." Gwen glared.

"I wanted to take her body for a spin to help me with my dilemma."

"What's the dilemma?" Ben asked.

"I...I want a body of my own." she replied looking at the ground.

"Spectra." Ben muttered sadly.

"I know it sounds weird, but I'd like to walk around with you without people pointing or whispering like I'm a freak." she spoke closing her eyes.

"I understand." Ben smiles sadly.

Gwen lost her frown as Ben patted her back and felt bad for jumping the gun.

"But you need to give Rojo's body back." Ben sighed.

"I kinda figured." Spectra slipped out of Rojo's body with ease.

Ben and Gwen quickly tied Rojo's body up.

"Mmm, hey, what's going on?" groaned Rojo regaining consciousness and seeing her body all tied up. "The hell happened?!" She snapped.

"Simple. You're going to jail." grinned Gwen as the police arrived and took Rojo and her gang away.

"Well, that was eventful." Max chuckled as they drove away

"Hey Spectra, I could try and make a body for you with a spell." spoke up Gwen.

"Really?" Spectra asked hopefully.

"But it might take time. I've never tried a spell like this before." spoke Gwen with uncertainty.

"Thank you!" Spectra smiled. As they started to get back into the RV, Spectra couldn't help but wonder how long it would take til she had a true body.


	7. Chapter 7

Ben's lovely ghost

chapter 7

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As the RV drove down the road, Spectra was playing against Gwen in a game of chess.

"Checkmate." Spectra grinned.

"Wow, you're real good." nodded Gwen who hadn't been beaten in years.

"Thanks." Spectra smiled.

"Boring." groaned Ben who had been watching the game.

"Aww, don't be like that Ben." Spectra pouted.

"Sorry, I just don't see how this is fun." pointed out Ben.

"It's not fun like video-game fun, it's more like competitive fun. Like, say, Soccer. But you just need to THINK a lot." Spectra explained, knowing that Gwen would insult him.

"Like I said, boring." replied Ben.

"So you find challenge boring?" Spectra asked.

"No." replied Ben.

"Then why is it 'boring'?" Spectra asked.

"The moves go too slow. If this was a real fight, it'd be different cause so much is going on."

"Well, high-class games happen SUPER fast." Gwen said "Like, a move a second."

"So a bunch of geeks gather to play chess."

"Chess is basically an old-fashioned war-planning simulator Ben." Max called back.

"Does this mean you're going to talk about?" asked Ben who was silently begging for anything than that.

"About what?" Max asked.

"About how it can help." clarified Ben.

"Help what Doofus?" Gwen asked.

"About with life or something."

"Not really." Max shrugged.

Ben silently said thank you before they heard a loud thump on the side of the RV.

"What was that?!" Ben yelled.

"I'll go check." Spectra turned intangible before sticking her head out the side. "Oh great! A biker gang!" She groaned.

"Woohoo!" called the bikers as there were at least a dozen of them circling the RV.

"Oh come on." Ben groaned.

The bikers started slamming their bats and chains against the sides while two more got in front.

"Now what?" Ben frowned.

"We have a biker gang right outside our door, and you're stumped? Now there's a shocker." snickered Gwen grabbing her spellbook.

"As in what do they want with us?!"

"TENNYSON! GET OUT HERE!" shouted a female voice outside the RV.

"... who's that?" Ben asked, looking out of the window. There on one of the bikes was a black haired woman and that's when it clicked in Gwen's mind.

"Hey, isn't that the woman from before?" Gwen asked.

"You mean from that road crew who tried taking the RV?"

"Yea!"

"Well this is gonna be easy." grinned Ben dialing in an alien. He slammed it down, becoming XLR8. He pried the door open and jumped out before he started running to keep up with the RV.

"It's Hero Time!" he said quickly, running alongside the biker gang.

"Get the freak!" called one of them as he tried swinging his chain at XLR8. But the Hero caught it and pulled the guy off his bike.

"You guys aren't wearing your seat belts." grinned XLR8. He zoomed around the bikes, dodging each one, until he was side by side Turbine's bike and he had to admit the woman was hot.

"What's a gal like you doing with these punks? Where's your crew?" grinned the speed alien.

"Ditched me." She scoffed "But I'll FINALLY be taking that nice old RV you got kid." she grinned.

"You'll have to take that up with my girl." he grinned pointing ahead of her.

"Huh?" Turbine asked, turning her head.

Spectra floated out of the RV with a grin on her face. Turbine screamed... and Spectra flew into the attractive black haired girl's head.

Turbine's body twitched while still driving the bike before she sat up. Now in control, Spectra checked over the woman's body as she slowed down the motorcycle till it came to a stop

"Hmmm, not bad." commented Spectra as the RV came to a stop as XLR8 returned back to normal.

Spectra got off the motorcycle, noting how nice it felt to have the machine vibrating between her legs, and checked over her current body with her hands.

"Firm chest, firm butt." she listed off. "Nice legs, hourglass waist, nice and fit and muscular. Good hair, very healthy... SO close." she sighed.

"What's wrong with that one?" asked Ben scratching his head.

"She's 25!" Spectra groaned "Way too old for us."

"True. You try walking with Ben in that body, you might get arrested." spoke Gwen.

"Yea." Turbine-Spectra sighed, before grinning "Although... just once." She smiled, pulling Ben into a kiss.

Ben's eyes widened while Gwen's mouth dropped open as Spectra held the kiss for a few more seconds before pulling back.

"There. Now you can say you've made out with an older woman." The ghost alien giggled, getting on Turbine's motorcycle "Let's go turn her in since I'm not gonna keep this one."

Ben nodded his head while Gwen regained her senses and shook Ben to focus.

"Ben! Snap out of it!" She glared.

"Uh, wha?"

'God, such a dumbass.' Gwen thought, rolling her eyes as she went back to the RustBucket.

Ben followed her as they followed Spectra to the police department where they handcuffed Turbine's wrists and lead her to a cell. Once Turbine was locked away, Spectra left her body and flew out.

She flew back into the RV and grinned at seeing Ben's face was still flushed a little. "You like that?" She grinned.

"Uh, yeah." replied Ben looking away with a blush.

"Good." She winked, flying over to the chess board "Fancy another game Gwen?"

"Oh, you're on." grinned the redhead taking a seat across from her.


	8. Chapter 8

Ben's lovely ghost

chapter 8

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The RV was currently stopped at a gas station while Ben was relaxing inside and Gwen was inside to grab something. Max himself was busy refilling the vehicle.

"Ah, this is the life" said Ben.

"What? Relaxing in an RV with me?" teased Spectra.

"Yea, that and being out of the heat." he remarked stretching his limbs out.

"Yea Dweeb, this is so relaxing." Said Gwen walking back inside with some gum. "And while you're relaxing, me and Grandpa are sweating out there!"

"Cool your jets dork." he spoke sitting up.

"Shut it Dweeb." Gwen shot back.

"Dork."

"Booger brain!"

"Big Butt!"

"Airhead!"

"Flat."

Gwen growled and lunged at Ben and soon Spectra was watching as both of them were rolling on the RV's floor.

'This is interesting.' thought Spectra.

"Get off dork!"

"You first Dweeb!"

Max came in at that exact moment and sighed at the fighting. He turned to Spectra floating there. "Who started it?"

"She/He did!" Both said.

Spectra floated down and waited before grabbing both by the backs of their shirts and pulling them back.

"SPECTRA!"

"QUIET!" she yelled looking at both of them. "Look, it's hot out, I get that, but fighting with each other will just make it hotter. So both of you calm down, relax, and Max will turn the AC on when we go. Alright?"

"Fine." they both replied turning away from the other with their arms crossed.

"Excellent!" smiled Spectra as Max went ahead to start the RV up.

"Ah!" Gwen sighed in relief. "Finally some cool air." she relaxed as the RV slowly started to get less hot.

"See." said Spectra. "This is much better than fighting each other."

Just then a stampede of giant stone golems appeared on the left side of the RV. They rammed into the vehicle, making a large dent and tipping it on its side.

"Was that a stampede of moving rocks?" Asked Ben as he was picked up by Spectra.

"Something worse." spoke Gwen standing up and looking out the window.

"Who's that?" Asked Spectra.

"Charmcaster." frowned Gwen as said enchantress was standing in front of the rock monsters.

"Gwen! I know you're in there!" She called out.

"Good, I need something to take my anger out, and for once it's not you dufus." grinned Gwen walking over and pushing the door open.

"Hey!"

Gwen climbed out on the RV's side and locked eyes with the teenage witch. "What are you doing Charmcaster!?"

"What does it look like? I'm getting my revenge on you and your cousin." she frowned before snapping her fingers as two of the golems roared and ran at the RV.

"It's Hero Time!" Said Ben as he slammed the watch and turned….into the wrong alien. "What? Gray Matter? Now!"

Gwen pulled out her spell book and held a hand out. "_Verda ANGILUS!"_ she yelled as a ball of light hit one of the golems in the face, breaking it.

The other golem though didn't stop and raised its arms up to smash Gwen.

"Hey Ugly!" said a voice on the golem's shoulder.

It stopped and turned its head.

"Yea You!" said Gray Matter. "Pick on someone your own species."

The golem roared and focused its attention on Gray Matter before raising its arm.

And hitting his own head as Gray Matter ducked.

"You missed." he said before being grabbed by another golem. "Or not." he squeaked out.

"Ben!" Spectra nearly moved out, but the sun's rays made her hiss and reel back into the RV.

'Dammit!' she thought as her skin healed.

"This is much better." grinned Charmcaster. "You can squash the frog and then get rid of the girl.?

"I don't think so, _UMBRA OMNI._" Gwen said as the immediate area suddenly turned into a lightless night. "Go Spectra!"

"On it." she said as she rushed towards Charmcaster.

The enchantress though saw this and swept her hand as a pink barrier appeared and Spectra was bounced back. "Ha! Nice try Spook!" she taunted, not knowing that Gray Matter aws on her silver hair.

Spectra glared at the woman, but noticed Gray MAtter who gave her a thumbs up and pointed to the golems.

She nodded as she turned her attention to the blinded golems. She shot at one of them and went intangible before slipping inside its rock body, making it groan while stumbling.

'Weird body.' she thought before attacking the barrier.

"What are you doing!" Charmcaster exclaimed in anger.

"Just about to stop you." Said Gray Matter as he tugged on her hair, HARD!

"AH!" Charmcaster growled and spun around, trying to grab the alien. "You little brat!"

"You crazy cousin stalker" he retorted. "Seriously, chasing one girl who's way younger than you? I'm pretty sure that's against the law." he mocked.

"SHUT UP!" She blushed with anger and embarrassment as she let the barrier down.

Spectra used that chan and used the golem's body to ram into the others before grabbing Charmcaster.

"Way to go Spectra!" Gray Matter swung from the woman's hair onto the golem's arm and ran up to the shoulder.

The golem's head nodded before Spectra focused and slid down through the arm and into Charmcaster who stiffened up as her eyes changed to Spectra's.

"You alright?" asked Gray Matter.

"Yeah" Said the possessed Charmcaster. "And wow….she has one bad obsession over Gwen." she shivered at the memories.

"What?" Gwen said as the spell was canceled.

"Apparently she has a lot of anger at you and even has it down on a list that before she can move on, she wants to dispose of you two."

"Wow...Now that is sad." said Gray Matter as the watch timed out, causing him to fall of the golem.

Spectra pushed herself out of the golem's grip and dropped on the ground before helping Ben up.

"Thanks Spectra."

"Anytime Ben." She said as she hugged him.

Ben smiled and hugged back while enjoying being hugged by another older woman. Well technically it was the same, just in another body.

They separated while Spectra flexed the fingers and looked over herself. "Still not compatible...sorry Ben."

"You sure?"

"Yes. While it does have a strong magical aura around it, it's kinda not my style." she looked down at her chest. "But at least she is rather older."

"Yea." Ben blushed while trying not to stare.

Spectra noticed and grinned. "So you like her chest?"

Ben looked away with a brighter face while Spectra walked over and hugged him closer.

"You can touch them….I don't think she'll mind for the moment."

Ben's eyes widened and nearly popped out while feeling extremely tempted.

"C'mon, I know you want to." she said as she moved Charmcaster's breasts in complete circles in front of Ben's face.

Ben gulped and raised a hand, but pulled it back.

Spectra was confused and surprised. "What's wrong Ben?"

"Well I like the offer, but I can't. If this isn't the body you feel right in, maybe it'd be better to wait. Besides, it'd be kinda awkward with Gwen and grandpa nearby." he whispered the last part while pointing a thumb at the RV.

"B-B-B-Ben!" stuttered Gwen as a crimson face masked her features. "What are you two doing!"

"Um….Nothing." Spectra tried to lie and failed.

Gwen felt her eye twitch before pointing to the RV. "Both of you get back there, and don't try anything. I get you two are in a relationship, but even you two need to wait!"

"What? Jealous Gwen?" teased Spectra.

"HE'S MY COUSIN FOR GOD'S SAKE!" Gwen screamed before reaching up and tugging on Charmcaster-Spectra's ear.

"OW OW OW!" she cried in pain. "Gwen I was just teasing."

"Well now you're gonna listen, BOTH of you. If you want to find a more mature body, I can understand. You and Ben want to do more, I understand. But what both of you need to realize is if you do one wrong thing in public, both of you are gonna be in big trouble!"

Both pailed at that.

"So, are you two going to calm down and take it slow?" she reached over and grabbed Ben's ear. "Well?"

"Fine." 'I still think you're Jealous.'

"Now get in the RV NOW!"

Both obeyed and walked over to it while Ben dialed in an alien and pressed down, becoming Four Arms and started pushing the RV back on its wheels.

-minutes later-

Max rubbed his head after being knocked out from the attack and was looking at Spectra. "So even Charmcaster's body isn't the right one?"

"Yea" said Spectra as she had Ben's head on her tail.

"You know, I have a question." spoke Gwen.

"Yes Gwen?"

"We never really talked about when you find the right body. I mean….is it right? Wouldn't it be wrong to just let someone lose their body? I understand you want a more human body to be with Ben, but think about it. If you find the right one, and the person has a life. Can you really go and take that from them?"

"What are you talking about? The soul will be separate from the body not fused or destroyed. Our species aren't that evil." Spectra said with mock hurt.

"Well I know that, it's just I've looked up the spell for making a body for you, but it might not be possible."

"Well if you can't make a body, the only other choice is to possess someone." admitted Spectra with a frown.

"Well it's just the spell requires….well….the main piece isn't easy to just have lying around."

"And that would be Dweeb?" asked Ben.

"It will let me craft a human-like shell, in which Spectra could float into it and make it more permanent, but even with that, the shell would need to fuse with a body to make it fully work. But it won't work on someone who is healthy and has a strong will. In short, you'd need someone near the edge of dying."

"Like a dead body?"

"No!" Gwen sighed before continuing. "The body HAS to still be living, even by a little. That way when the shell merges with them, Spectra has a better chance of being human, while still retaining her alien abilities, though to a lesser degree."

"Ah and here I thought Spectra would make a hot Mummy girl." Ben sighed.

That made Spectra blush and giggle while Gwen groaned.

"Listen carefully doofus. If we used a dead body, she would deteriorate into DUST!"

Spectra looked at Gwen with horror. "WHAT!"

"I'm serious. The spell is very clear, that the human body for the merge HAS to be disease free and still be able to move and operate. Any small injuries would heal after it's done, but if it's not done right, it could potentially cost you your life."

Well that shut them up for a few seconds before embracing each other.

"Now look, let me make this clear. I'll try to help Spectra find a body so you two can stick together, but I draw the line at her taking someone's body and hurting the person's friends and family. Understand?"

"Yes Gwen." They said still impressing each other. "We do!"

"How about we all just try to relax. All of you try to stay calm considering you all had to fight Charmcaster. I don't want anybody getting overexcited, alright?"

"All right." replied the love birds as they thought about their relation in the distant future. A future that will happen quite soon.

Spectra looked over at Charmcaster's unconscious body and decided one more trip wouldn't hurt. She laid Ben's head down before going translucent and flew into the woman's body.

'Now...Lets see how much of a kisser she is.' smirked Charmcaster-Spectra as she moved towards Ben with an air of mischief.

Ben turned his head and saw Spectra crouch down near his head and hold his cheek. "Spectra?"

"Shush…" said the possessed sorcerer as she placed her lips to his mouth.

Ben's eyes widened as Spectra moaned into the kiss and kept this up for a few more seconds before pulling back with a grin.

"Like it, Ben?" asked Spectra with a blush and a grin.

"Big time." he nodded with a blush on his face as Spectra lifted his head and laid it on her lap.

"No worries Ben, when I find the perfect body you'll experience all my 'assets'."

Ben blushed at the comment while Gwen looked like a F-Bomb was dropped on top of her.

'Ok, when I finish getting them together, I'm gonna get myself a boyfriend.'

-Nevada, U.S.A.-

A certain clown grinned as the circus tent was getting set up in the new town.

"Ah, this is the perfect place to feed." said Zombozo as he thought of the souls he would collect for his dinner tonight.

"It's good to have you back boss." spoke Acid Breath while Thumbskull was getting the last rope tied.

"Yea Boss." said FrightWig as she carried some spare poles with her super strong hair.

"Well get use to it, cause I'm here to stay. And this time, I'll be ready for a certain brat." frowned the clown with his arms crossed.

"Who?" asked Thumbskull.

"Who do you think? The brat who went and kicked our asses." spoke Acid Breath.

"Yes!" Yelled Zombozo. "That brat went and ruined my meal, before popping me like some kind of balloon!" as he said this an arm fell off. "One of you get the stitches."

"Whatever you say boss." Said Acid Breath was he went and picked up the arm….only for it to break apart….again.

'This is the fiftieth time this week that this happened'

Zombozo growled while clenching his one good arm. 'After a few shows, I'll be ready for that brat!'


	9. Chapter 9

Ben's lovely ghost

chapter 9

xxxxxxxxxxxx

"Ow ow ow." groaned Ben walking back into the RV and sitting down. "Ow."

"What happened?" asked Spectra with worry.

"Those rats Animo sent out really know how to bite." he groaned rubbing his arms.

"Rats?"

"Big as a bus and just as nasty as a gorilla."

"Whats a gorilla?" Asked Spectra in confusion since she never saw one before.

"Never mind. Ow!" said Ben as he walked in pain onto the bed.

"Maybe you need to take it easy." she spoke walking over with Charmcaster's body and gently lead him to the bed.

"Yea, but I couldn't let those rats eat those kids at the orphanage." he sat down and hissed from the bruises.

"Hmm, maybe I can help." spoke Spectra.

"How?"

"Like this." Spectra said as she placed Ben's head against Charmcaster's breasts.

His face turned red while she gently ran her fingers through his head.

"Feel cozy?" she asked.

"Y-Yes."

"Good." she laid on the bed and let Ben's head rest on the chest while slowly rubbing his head. "Until I get my own body, you can relax on this one all you want Ben."

"Are you sure?"

"Of course." nodded Spectra. As she moved her fingers through Ben's hair, she took notice of Charmcaster's nails looking sharper. "That's new."

"Yea. So Spectra?" Asked Ben as he tried to hide the blush on his face.

"Yes?"

"Is it true that Charmcaster hates Gwen? And why?"

"Why do you ask?" she asked in confusion.

"Because….Gwen has been saying her name in her sleep for a week now."

"Really? Sounds like she has a crush." giggled Spectra.

"Maybe. But can you tell me Charmcaster's side of the story?"

"Well at first all I saw were angry thoughts, but when I looked deeper, it turns out the sorceress is trying to hide something about herself."

"Hide something?"

"I found some parts of her mind that surround your cousin."

"And? Does she hate her?"

"Actually it seems like she has a little crush on Gwen. Scratch that, a large crush on your cousin."

"WHAT!"

Spectra shushed him with a finger to his lips. "Let me tell her. I can break it to her a little bit better."

"If you say so." Ben shrugged and resumed his relaxing position.

'Well. Did you hear that Hope?'

'_OF COURSE YOU GHOST!_' Yelled the soul of Charmcaster from inside her mind. ' _YOU'RE GOING TO PAY IF YOU SAY ONE WORD!_'

'Oh? So you admit you have a crush on her?'

'_NO I DON'T!_' She said with a blush.

'Your right eye is twitching.' Spectra smirked as Charmcaster blushed even more. She resumed holding Ben while pondering a way to really him while he's sore.

'_You can always let the kid lick you...oh wait if you did that I WOULD KILL YOU!_'

'Lick him? You mean like a cat?'

'_NO! Let the kid lick you! And nothing else!_' Said Charmcaster while resisting the urge to facepalm at the ghosts' idiocy. '_And Let him kiss you or should I say, MY, breasts!_'

"What?!" Shouted Spectra as Ben reeled back from the voice.

"Spectra? You alright?" he asked in concern.

"Yes Ben. I'm all right."

'_Not really_.'

'Shut it!'

'_Make me!_'

Ben looked at her with a weirded out expression. "Uh….okay?"

"Don't worry Ben. Just having a headache."

'_More like a migraine!_'

'Shut it!'

'Just ignore it Ben.' thought the youth as he closed his eyes to try and take a nap in her warm grip.

-hours later-

"DOOFUS!"

"Huh, wha?" Ben opened his eyes and yawned. "What time is it?"

"You slept for an ENTIRE DAY!"

"WHAT!" he sat up, but felt an arm over him and saw Charmcaster's body still next to him with a smile as it looked like she was asleep.

'Grr Spectra! Your using my crush to seduce my cousin!' Gwen walked over and shook her shoulder. "Wake up!"

"What?" '_What?_' Both thought as they woke up.

"You two have been asleep for a whole day. It's time to get up." spoke Gwen with a frown.

"Ok Ok no need to get your panties in a bunch!" '_Gwen's panties!_' thought Charmcaster with a blush.

Gwen left them as they sat up and yawned.

"Still feel sore?" Spectra asked Ben.

"A little, but I'm ok."

"Well, I might know something to really help you relax."

"Does it have to do with pranking Gwen?"

"Close." Spectra smiled and got off the bed and made sure the curtain was drawn before getting on her knees.

"Um Spectra?"

"Don't worry. I learned this from Charmcaster's memories." she reached over and pulled Ben's zipper down before pulling them down around his waist.

"SPECTRA! What are you doing!"

"Shhh." she put a finger to his mouth. "look Ben, I'm just as embarrassed since I learned this is suppose to happen when you're older, but apparently when it's over, the man is suppose to feel relaxed and relieved. But if you find it uncomfortable, I'll stop."

"All right Spectra I trust you." he nodded, but with a bright blush.

"Thank you Ben." She smiled as she pulled down his boxers. Both their faces blushed as she saw his flaccid cock. 'So cute!'

Ben gulped as Spectra reached out and lightly touched it.

"Ah." he moaned as she continued to touch the small cock. "I'm a little confused than relaxed." he spoke up.

"Don't be, It's natural."

'_Of course it is._'

She saw the cock twitch a little and moved her fingers a little faster. "Want me to continue?"

"Y-Yeah." he nodded.

"Ok Ben." she said as her hands moved faster against Ben's cock. He let out a groan as they both saw it slowly stand up in her hands.

'Aw! It's so cute!'

'_Lolicon._'

'SHUT UP!' Spectra leaned in near it. "This might feel a little bit weirder."

"How so-AH!" moaned Ben as Spectra licked his cock with Charmcaster's tongue. "W-W-What are you doing?"

"I'm trying to make you feel better." she said as her tongue licked his tip. 'I'm stunned it's so warm.'

'_Of course it is! What did you think it was going to be? COLD!_'

'Well excuse me if I've never done this!'

'_Well excuse ME for being a SLUT_' she began to cry when she finished that line.

"Spectra? Why are you crying?" Ben asked seeing some tears drip down her face.

"What?" She said as she felt the wet tears on her face. 'Charmcaster, I think you still have influence over your body.'

'_Maybe….but I don't care…._' '_I'm nothing but an ugly …._'

'Hold up. You ugly? If you were, why am I in here than?' Spectra countered.

'_But that's what everyone tells me….even my uncle….I'm not beautiful or smart...I'm nothing but a lowly sub-human!_'

'Now that's not true!'

'_YES IT IS!_'

'Oh? Then how about this? If I make Ben….what was the word again?'

'_Cum._'

'Cum. If I make him cum, then you need to admit that your body IS beautiful.'

'_If he doesn't ….kill me._'

'WHAT! WHY!'

'_Because I don't deserve happiness...or Gwen's love…._'

'He won't do anything. Kick your butt maybe, but he wouldn't be cold hearted to kill you.'

'_Still, kill me. I'm not worthy of being loved._' she continued to cry.

"Ben, can you hold on for a moment?" Spectra asked the youth.

"Is everything alright?" asked Ben.

"Yeah, but I need to have a little talk with Charmcaster."

"What?"

Spectra closed her eyes as her head slumped down.

-in mind-

'_I'm nothing…._' Charmcaster cried as the area around her looked like a hall of broken mirrors.

Spectra's true form manifested in front of her. "My my my. This place is a dump."

"_What are you doing here?_" frowned Charmcaster.

"I'm here to help get that attitude out of your thick skull!"

"_WHAT ATTITUDE? I'M JUST SAYING WHAT I HAVE BEEN TOLD SINCE I WAS A CHILD!_'

Slap!

'_Ow! What was that for!?_' yelled Charmcaster while holding her red cheek.

"That's for saying crazy things."

'_They are not crazy! It's true!_'

Slap! Slap!

'_Ow! Why my ass!_'

"You need to stop belittling yourself!"

'_I'm not! I'm just saying the truth!_'

Slap! Slap! Grope!

'_Ah! Get off!_'

"Listen, if you keep thinking that about yourself, than you're giving up on life altogether."

'_With whom?_' Charmcaster asked in confusion.

"Your beloved Gwen." Spectra smiled.

'_What!_'

"Look, I can't say it's all going to be alright. I'm still new to understanding humans, but if you just gave up, you'd regret telling Gwen the truth, right?"

'_But Gwen hates me._'

"No she doesn't! She was saying your name for an ENTIRE week! She really likes you!"

Charmcaster was shocked as the mirrors started to fix themselves. '_She likes me?_'

"Yes it sounds weird for an older woman to like a preteen like her, but look at me and Ben. What do you see?"

'_A couple…_'

"And what are we? A young boy and a female Ectonurite that tried killing him. Yes it seems weird and crazy, but I care for him and want to try and make our relationship work."

'_But-_'

Slap!

'_OW! WHY MY ASS AGAIN?_'

"If we can make our relationship work, shouldn't you give it a try for Gwen?"

'_...Ok….but please help me…._'

"I will, and I'll give you some tips when I'm done using your body. After I get my own body, you and Gwen are free to make out all you want." she teased at the end.

'_And….is there too….you know…_' she blushed. '_Help with concivingachild!_'

Spectra's eye widened. "A child? Hope, you haven't even gotten with Gwen! That's thinking WAY too far ahead."

'_Still, I want a child with Gwen!_'

"Wow, you are head over heels for her. How old are you again?"

'_Fifthteen…._' She blushed in embarrassment. '_And you?_'

"I'm not quite sure. My species doesn't focus on keeping track of our ages. But if I had to guess, I would be somewhere around adult human years, but just barely."

'_Twenty? Fifty?_'

"Hey! I'm much younger than fifty." huffed Spectra with her arms crossed.

'_Forty?_'

"Lower."

'_Sixty?_'

"You went up!"

'_six?_'

"Too young." she deadpanned.

'_Nine months?_'

Slap!

'_OW!...ten?_'

Spectra raised her tail again.

'_One hundred and twenty!?_'

"Nineteen! That's at best where I feel my age is!"

'_OH…..are you sure it's not thirty?_'

Slap!

'_OW! Stop that grandma!_'

"I can make your body do some weird things, so don't push it!"

'_Like what Spectra?_'

"I can mimic your voice and go to Gwen without any clothes."

'_YOU WOULDN'T DARE GRANDMA! Sorry…._'

Spectra narrowed her eye and cleared her throat. "Oh Gwen! I need you! Oh god I need you!" she cried out in Charmcaster's voice.

'_I'M SORRY!...Wait….maybe you can help me….I'm kind of….you know…_' Hope blushed a crimson red.

"New to something like sexual contact?"

'_Yes...please...help me...big sister…_'

"Sister? Where'd that come from?"

'_Well...I never had a sister….or any siblings...so…_'

"Hmmm, I never had a sibling either….alright, you can consider me a sister."

'_BIG SIS!_' Hope cried as she hugged Spectra. '_Sis…_'

"Now, I'm gonna leave here, but we can keep talking. But no more of this self harming yourself emotional, alright?"

'_Yes Big Sis! But promise be not only to help with Gwen but please don't get any fatter_' she teased.

"Well it's your body, so no problem with me getting fat." Spectra shot back with a grin.

'_Hey! That's not fair!_' '_Besides I like my body even if it gets…._'

"Anyways, time to leave."

'_OK 'BIG' SIS!_' Hope said with a true smile.

-In the RV-

Charmcaster's head moved up and the eyes opened before shaking her head.

"Finally! Your airbags were starting to make the doofus' brain melt!"

Spectra looked up and saw Ben was staring at her chest. "Were you hoping to cop a feel?" she teased.

"What NO!" He blushed.

"And why are your pants off?!" Gwen asked covering her eyes.

"Well….Um…."

"Just me trying to help him relax." spoke Spectra.

"By RAPING HIM!?" Gwen yelled.

"I never raped HIM!" Spectra stood up with her hands on her hips. "I told him if he didn't want to keep going, he could say so."

"What!"

"It's true, she did tell me." spoke Ben while covering his groin.

"Oh oh ok...but please don't do that again, ok?"

"Fine." relented Spectra.

"Good." Gwen was about to leave, but Spectra's hand grabbed her. "What is it?"

"I need to talk with you….about Charmcaster…..it's important."

Gwen listened and nodded. "Sure, but first, BEN PULL YOUR PANTS UP!"

"OH RIGHT! SORRY GWEN!" he yelled as he pulled his pants up.

Gwen and Spectra walked away and through the curtain as they took two seats near the window.

"Gwen." Spectra said in a serious tone.

"What?"

"Charmcaster's anger has a reason…..but please don't freak out."

"Alright." nodded Gwen in confusion.

"Charmcaster like you." Said Spectra.

"Wait, what?!" Gwen exclaimed with wide eyes and a blush.

"Yes. Charmcaster not only likes you BUT also loves you as well."

"WHAT! SHE LOVES ME! BUT I'M LIKE ELEVEN AND SHE'S TWENTY!"

"Actually, she's fifteen."

"But she's tried to kill us!"

"She was feeling like no one loved her...you should have seen her mind it was really broken to the point she would have committed suicide…."

"What!"

"Yes...she felt like she was nothing but a "Sub-human" and wanted us to kill her."

"But we'd never do that!"

"Yet she felt like no one wanted her...heck she even felt that she didn't deserve your love." She frowned. "It might be weird, but she has it hard for you."

'_BIG SIS!_' said person yelled at the comment.

'Sorry'

"Spectra…..can I talk to her?" Asked Gwen with a blush.

"Well….alright." Spectra closed her eyes and slipped out of Charmcaster's body with said girl blinking her eyes.

"Gwen." Said the now in control Charmcaster. "Um, sorry she said all that."

"Is it true...D-D-Do you really love me?"

Charmcaster looked away with a bright blush.

"Charmcaster…..or…?"

"Hope….my real name is Hope."

"Hope….Its so….beautiful…" Gwen said with a crimson red blush.

Hope blushed even brighter while Spectra giggled at both their faces.

"Aw! You two are so cute together!"

"SPECTRA!" they shouted at the spectre.

"What? It's true!"

They frowned with their hands glowing.

"What are you doing?" she got her answer and ducked as two blasts of mana nearly hit her. "Yipe!"

"Learned your lesson Spectra/big sis?"

She stuck her tongue out and flew away from them.

"Wait? Big sis?" asked Gwen in confusion.

"Yeah…" Hope rubbed her head. "I kinda see her as the older sister I never had. She….offered to help me."

"And I'm happy for that Hope."

"Thanks." smiled the sorceress.

"Your welcome….Hope Tennyson…" she blushed at that.

"What?"

"Uh, nothing!" Gwen spoke fast. "So…..do you have to leave?"

"You want me to?"

"Well, no." Gwen admitted. "I kinda wanna see if we can start a….relationship."

"Gwen...I would be more than be happy to be your girlfriend." Hope smiled.

Gwen smiled as we cut back to Spectra who went back to Ben.

"Looks like your cousin has a girlfriend now!"

"So big butt finally is happy. That's a first." Ben teased.

"Be nice." smiled his girlfriend patting his head.

"All right but she does have a big butt right?" Ben teased again as he kissed Spectra.

"A little." she teased back hugging him.

"A Little what?" asked Gwen.

"Oh nothing." Spectra waved off.

"Oh no Big Sis, I heard you call Gwen a big butt along with Ben." said Hope.

Gwen frowned while both tried acting oblivious.

"You have until three to run. one!"

"It was just a joke!" Ben tried defending them.

"Two!" Gwen started to charge a spell.

Ben dialed in an alien and became XLR8 and zipped past them.

"THREE! _VENTRUS STOPA!_" Gwen chanted as XLR8 froze in mid sprint along with Spectra who was in mid flight.

"No fair." XLR8 got out.

"Life's not fair. DEAL WITH IT!"

'Aw Man!' thought the couple as they would end up being frozen for 24 hours.


	10. Chapter 10

Ben's lovely ghost

chapter 10

xxxxxxxxxxxx

Ben and Spectra groaned while stretching themselves out while frowning at the smiling Gwen and Hope considering they just now got out of the spell which thankfully kept Ben the need to use the bathroom, but that didn't help both their bodies from getting stiff.

"Ugh. That was painful." Spectra groaned while twisting her head around 360 degrees. "Ah much better."

"Are you gonna vomit next?" teased Hope.

"Don't even joke around. Or should I possess you again and make you run naked into the forest?" She glared.

Hope shut up and looked away to give her answer.

"That's better." smirked Spectra before turning to Gwen. "Also, before I forget, did you two take this chance to...you know….talk to your grandpa about you two?"

Both nodded 'no' to that.

"Well you better tell him now or he might get….angry."

"But it's not that easy. I mean, I don't if he'll get mad, or worst." spoke Gwen with a sigh.

"How so?" Hope asked confused. "From what I've seen, I doubt he's the kind of man who'd suddenly throw you off. I mean, at most he seems like he'll just stay mad for a while, but I don't think he'd do more than that. For Hope though? Well….I can see your point a little."

"Well," Gwen said with a nervous gulp. "Grandpa did get really mad when Ben here," she pointed to a still stretching Ben. "Tried to have fun using Ghostfreak to play a never before played game."

Spectra looked at Ben who stopped stretching and chuckled with an embarrassed blush. "It was a great game."

"Yea and you got us kicked out of a hotel in New York and hung out with Kevin and caused him to become a huge alien chimera." Gwen frowned as Ben looked away in embarrassment.

"Alright alright! I get it already. I messed up big time, but that's in the past. At least I got the courage to be open with Spectra here. Just go tell grandpa the truth, and he'll probably go more easy on you than if it happened with me."

"...Ben's right." Hope said. "If we don't tell him the truth, he might separate us or worse." She gulped. "Send me back to that all girl's prison."

Gwen sighed and stood up. "Alright, I'll go tell him. Wish me luck."

"I wish you luck." All three said in unison.

Gwen turned and walked out of the RV and headed to the motel they were staying at and entered the room they rented where her grandpa was coming out of the bathroom. "Grandpa? I have something to tell you."

"Hm? What is it?" Max asked.

Gwen gulped and sighed. "Well, you know how you let Hope stay with us as long as she cleaned up her act?"

Max raised his eyebrow. "Yes, so?"

"Uh….well….me and her, are kinda….together."

This got Max shocked and well….angry as hell. "What!"

Gwen gulped. "Me and Hope are….a couple." 'Not good!'

Max crossed his arms with a stern frowned. "Gwendolyn Tennyson, you better explain to me everything. And I mean EVERYTHING."

(One long explanation later)

"And so I can't help but wanna try out this relationship." finished Gwen.

"..." Max was silent like a statue as his face looked like a neutral bust. "Gwen, you and Charmcaster are not going to stay together. Do you remember all the stuff she did to us? You were all willing to speak out and say she can prove shes changed, but already she supposedly loves you. Gwen for god's sake, she's older than you."

Gwen was about to talk when the window opened up revealing Hope.

"...um hi." She gulped nervously.

"And we can add eavesdropper to that list." frowned Max. "I have a good reason to have you arrested for even being near us."

"Woah there, let's be easy." spoke Hope. "Look, I get it. I can't change what happened, and you have every right to hate and not trust me. And yes, I understand it's immoral to date someone younger than you in the eyes of the law. Especially if we tried that after I turn eighteen. But I'm serious and what Gwen says is true. I want to change and turn my life around. For myself and...for Gwen."

"Then prove to me that what you're saying is true." Max said with a stern glare.

Hope reached down and took her bag off before handing it to Max. "That bag contains my most powerful magical artifacts. I can still cast spells I remember, but I never leave anywhere without that bag."

Max looked at her in surprise.

"If you want more proof. Look inside, everything I own is in that bag. Every rock golem, every artifact and charms are in that bag."

Max carefully unzipped it and took a small peak in before looking at her. "Even if it does have your stuff, how do I know you won't try anything with the spells you do know?"

Hope sighed. "I wouldn't try anything to hurt Gwen or her family. Even if I use my magic, it would only be used to protect, not harm any of you."

"Words are one thing, but they can be easily broken."

That was when Hope grabbed a pen and stabbed herself on the palm of her hand. "I...I swear on my life and magic to never break my promise to protect Gwen and her family." As she said that a small magic circle made of her own blood formed on the palm of her hand.

Both went wide eyed while Gwen ran to get the first-aid kit in one of the drawers in the room.

"What were you thinking?!" Gwen said as she started to put rubbing alcohol on the cut. "Why did you do that?!"

"Ow!" she winced from the burning feeling. "It's an old way to keep promises no matter what. If at any point I break the promise I made, then I lose my life."

"But why did you have to go that far!?" Gwen said while putting bandages on Hope's hand.

"Because, this is proof that I'll stick to my promise not to go behind your backs and not lie." Hope said. "Plus, I wanted to show my true feelings about you, Gwen."

"Well don't ever do something that crazy again!" she spoke with a frown. "I don't want you to go off and suddenly hurt yourself."

Hope chuckled at that before hearing Max's coughing getting their attention. "Oh, sorry, but if actions speak more than just words, then this doesn't speak any louder."

"I see."Max said with a still stern expression. He kept his expression before sighing. "Look, I don't like this because I don't want my family to get hurt. But…"

Both girls gulped and waited for the inevitable answer that would change their lives forever.

"I'm willing to think my decision over and I'll tell you before we leave. But until then, you two can be together. However! Holding hands is the most I'll allow. Nothing more." he spoke with a firmer tone.

"I wasn't thinking of anything else." Hope said while internally blushing. 'Unless it's just looking at Gwen's cute face.'

"Alright, but when I give my decision, it's final, understand?"

"Yes Grandpa/mister Tennyson." Both said before hugging each other, well actually they just resisted the urge to hug and just shook their good hands together.

While that went on, we cut to Ben and Spectra who had decided to head out to town with Spectra sticking as close as she could to Ben's shadow.

"Ben." Spectra said from the shadows. "What should we do right now?"

"Not sure. I just wanted to get out of there and get some fresh air. How you holding up back there?"

"Unless we get to a shady spot. I'm going to pass out in a few minutes." She said while feeling a faint feeling in her body.

Ben spotted an alley ahead and walked over with Spectra rising up and sighing in relief at the shade.

"Thank you." She said while feeling her strength returning. "It feels much better."

"Well ya never know, maybe we'll find that right body for you here in town." he smiled trying to be optimistic.

"Like her?" Spectra joked while pointing to a poodle. "I think it would be funny to see you kiss a….what was it again?"

"Poodle, and no way." he crossed his arms. "That's just weird."

"So what about her?" She said pointing to a pigeon. "It might work...I think?"

"First off, ew. Second, how do you know it's a girl. And third, are you being serious or just messing around with me?"

"I'm just joking." She chuckled before pointing to a very hot woman with blond hair. "What about her?"

Ben blushed while staring a little and shook his head. "Um, she looks...good."

"Or," she chuckled while pointing to a woman with black hair and….one eye missing. "How about that one?"

"Well, she does look….similar, but remember what Gwen and Hope said?"

"That I need a human body that's healthy and stable or I will turn to dust." She sighed. "I know." she patted his head. "I'm kidding Ben, I just wanted to see you blush."

"I wasn't blushing." Ben said while 'not' blushing red.

"Yes you are." she grinned while lightly grabbing his cheeks and stretching them.

"Hey," he said annoyed and still blushing. "Knock it off Spectra!"

"Oh fine." she chuckled pulling back before hearing a distinct sound coming from the alley.

"What is it?" Ben asked confused.

"Shh." she shushed as she went intangible and slowly floated deeper into the alley.

"Now give us your money you half pint," said a very tattooed man while holding a young boy by the shirt. "Or I'll throw you punks in the garbage!"

"B-But I don't have any!" he cried out in fear.

"Well it looks like we have some yeast to get rid of right boys?" The man said as his fellow thugs yelled in agreement.

The boy whimpered while Spectra turned and rushed back to Ben.

"There's a child being attacked by a group of gorillas!" She said. "And they want to put him in a trash can."

"Sounds like it's time for a smack down." grinned Ben as he followed Spectra while dialing through the watch. He then activated it and turned into a green lined blob with no visible mouth on it. "Upgrade? Aw man I was hoping for Four Arms!"

"We don't have time to be picky, come on!"

Ben grumbled before thinking of an idea as he turned the corner. "Hey you, baldy, put the kid down!"

The man turned and saw the glob. "Like hell I will you freak!"

"Well then," Upgrade grinned as he turned into a liquid and entered into the trash can and turned a broken lawnmower into a hightech, sharp toothed, and green eyed version of a regular lawnmower. "I hope your ready to get cut down to size."

The goons and child went wide eyed before the lawnmower ran at them with the head goon dropping the kid as he and the rest bolted away with Upgrade chasing them away.

"Come back I'm just going to mow you!" Upgrade laughed as he chased the goons out of the alley.

Spectra shook her head at Ben's enthusiastic nature.

Beep beep beep.

The watch timed out as Ben found himself face falling into the concrete. "Ow…"

Spectra floated over while the child rubbed his eyes and blinked in confusion at what he just saw. "Are you ok Ben?"

"Yeah." he pushed himself up and rubbed his face before turning to the still shocked child. "You alright?"

"Um….what just happened?" The child asked in confusion. "And is that….a g-g-ghost?!"

"Well, in a way yeah, but trust me, she's totally friendly." reassured Ben.

"Like Casper?" The child asked.

Spectra looked confused while Ben shrugged. "Kinda, but you should be more careful around guys like that. Next time you should try and run away and tell an adult. In fact you should tell your parents as soon as you get home."

The child gulped. "B-But if I do that, they'll get mad."

Ben sighed and walked over to him. "Look, you're not in the wrong for feeling scared. Trust me, I got two dorks who bullied me back at school."

"Were they huge guys with a juvie record?"

"No, but if those guys really are that old enough to get sent to juvie, then you can use that against them." he smirked.

"But they would escape and hurt both me and my parents." The child said with fear. "I...I don't know what to do."

"Well, then I guess it's time we fix that." grinned Ben. "Just follow our lead and wait until we tell you what to do, alright?"

The boy nodded. "Oh...ok."

"Do you know where those bozos live?"

"Down the street at the old house with the wooden fence. It's their hang out and...mother's home."

"Wait, your mom lives with them?"

"No. Their mother lives there." He facepalmed. "My parents live on the other block towards the highway."

"Well you made it sound like it was your mom cause if she's their mom, you don't have to call her mother."

"...good point."

"Lead the way and I'll tell you the plan."

As the boy walked towards the thugs home, we cut back to Gwen who was waiting on the bed, bored out of her mind.

'Hmm, what should I do? I can't stay focused on grandpa's decision or I'll drive myself nuts. I need something to get my mind busy and away from the topic.' She decides to use the shower as she got up and opened it….and saw a naked Hope in the shower as she washed her long white hair.

"Gwen!" cried out Hope with a blush as she pulled the curtain over to cover herself.

"Ah! S-Sorry!" she stuttered with a red face as she looked away while shutting the door. 'Oh my god! I completely forgot that she was taking a shower. Stupid!'

As she said that, she heard the shower turn off and footsteps being heard.

"Gwen." Hope frowned as she opened the door with a towel wrapped around her body, well most of it as her curves were making it hard to keep the towel in place. "Were you trying to see me naked?" 'Not that I mind but really it was rude!'

"N-N-N-No!" she spoke waving her hand. "I swear! I just forgot you were in there and was gonna take a shower, but then I saw your...hey I think I heard Ben and Spectra coming back." she lied while quickly walking away.

"Gwen." She frowned while making a small spell that closed every window and door in the room. "Tell me the truth, were you looking at my body?" 'I hope so.'

Gwen sighed. "Look, I didn't intend to look, it was an accident."

She sighed. "I don't mind but next time. Knock first."

Gwen nodded. "Trust me, I will. But if it helps, and don't take this the wrong way, but...you look nice."

"Just nice?" Hope blushed. "Not sexy or anything like that?"

Gwen gulped while trying not to stare. "Well, I didn't want to really sound like a pervert, but those work too."

She smiled before walking towards Gwen and hugging her. "Thank you Gwen." 'So sweet.'

Said pre-teen blushed since she discreetly glanced at Hope's still wet body and gulped. "Uh, you should finish your shower and get some clothes on."

"Oh alright." She grumbled while internally grinning. 'But I will get my 'revenge' later~'

Gwen waited till the door shut before sighing in relief. She walked to her bed while trying to calm her racing heart while feeling her face was warm. It also didn't help that she kept seeing Hope naked in her mind and on a large heart shaped bed saying 'Gwen, come here and kiss me~' over and over.

She smacked her cheeks and shook her head. 'Alright, now I REALLY need a shower when she's done. A real cold one.'

"Shower's ready Gwen." Hope called out as a clean and wet Hope walked out and right out of the bathroom with a towel around her. "If you want hot water….you might want to hurry."

Gwen's eyes widened while Hope walked to the closet to grab some clean clothes her grandpa set out for the sorceress while bolting to the bathroom and shut the door.

The teen grinned as Gwen took her shower and after a few minutes opened the door. "Gwen, I'm here to join you!" 'Ha ha! Vengeance is mine!"

"GAH! HOPE!" she cried out with wide eyes before her hand glowed blue and caused Hope to get pushed back as the door shut. "NOT FUNNY!"

"...at least I had a laugh and a good view of your cute butt Gwen." Hope smiled. She heard Gwen groan while chuckling to herself. "So can I come in and wash your back?"

Gwen blushed at that. "N-No!"

"Fine, just don't forget to wash your cute little butt."

'Why me.' She groaned in annoyance as we cut back to Ben and Spectra.

Both were confident in the plan while the boy though was a little unsure.

"Um run this by me again mister." The boy asked. "Why are we going in with ghost costumes?"

"Simple. We go in to try and make them think this is some prank. But then when Spectra comes in, she'll really show them a scary sight, but when I say so, don't look. You might get scared."

"The child's right." Spectra said. "Why are we doing this when you can just turn into an alien and scare them?"

"Because, we won't be in this town forever and this way they'll have something to keep in mind when they find out the kid they picked on has 'ghosts' protecting him."

"Oh…..I still don't get it." The boy said still confused.

"Just act like a ghost and look away when I tell you to." he spoke while putting the sheet over him.

Knock knock.

"Hello?" Spoke one of the thugs as he opened the door. "...what the hell are you two doing?"

"Woooo, we're ghosts." spoke Ben waving his arms under the sheet.

"Ummm…." The guy said really confused as he looked around. "You know it's a little too late for Halloween right?" 'Strange punks.'

"Um, wooooo, we've come to haunt you." spoke the boy trying to make the same sounds as Ben while waving his arms.

"You should leave, the boss might come out and kick you two into a wood chipper." He said while internally shuttering.

"Yo Donny! Who's at the door!?" called a voice from inside.

"Nothing Bill, just some kids selling bed sheets." He said before turning and seeing Spectra's face. "A-A-A-"

"Boo."

"AAAAHHHHH!" He screamed as he ran back inside and locked the door.

"Wow, and I didn't even have to try." grinned Spectra.

"He must be REALLY afraid of ghosts." Ben chuckled as he could still hear the screaming even from the front porch. "But we're not done yet."

"What else Ben?" Spectra asked with a grin. "Moving furniture around? Making the walls ooze with liquid? Giving them a wedge from mid air?"

"Wait, you can do the second one?"

"Well….no, but I figured I'd ask since this is like a horror movie." she admitted with a chuckle.

"Um...let's go with that then." Ben chuckled nervously. 'Let's hope she never sees Poltergeist….that was scary.'

"So what now?" Asked the kid in confusion.

"Spectra, unlock the door."

Spectra nodded as she went intangible and went through the door as the locks were unlocked and the door opened slowly. "Come on in, I think they're in the kitchen."

As the two boys walked in, that poor thug went to the basement screaming in fear.

"AAAAAAAAAAAAAAAAAHHHHHHHHHHHHHHHHH!"

"DONNY! SHUT UP!" yelled the boss before spotting the two kids. "What are you two little shits doing here?"

"We're ghosts. Ahhooo." Ben said while moving his arms up and down. "We are here to make you pay hoooo."

"Oh um, hooooo paaaay." spoke the boy nervously.

"What are you shits doing?!" The boss said while grabbing a knife of the table. "And why the hell did you let them in Donny!?"

"There's a ghost! A real ghost here to eat us alive!" he yelled from the basement.

"Get back here you ass!" He yelled before seeing the couch move and break apart by an unknown force. "What the?!"

"Heheheh." he heard a faint chuckle near the back of his head.

"Is this a fucking prank?!" He growled before getting wedged in mid air. "AIE!"

"We told you, we're ghosts, woooo." spoke Ben while snickering to himself.

The man then felt something slimy running down his back. 'W-What the fucks going on!?'

"You who would dare pick on a child, will now be punished by me! HAHAHAHAH!" cackled Spectra showing herself with her drool running down his back.

"A-A-A-A-A-A-AHHHHHH!" He screamed in fear. He fell on his butt and scrambled back while Spectra chuckled and slowly floated towards him.

"Yes, run little mortal." Spectra grinned. "Run so I can rip you apart limb by limb! NYAHAHAHA!"

"Ok, now's the part where we leave and let Spectra do the rest." spoke Ben ushering the boy away. "Trust me, even I haven't seen her this into scaring someone, and I think the final is close, so take my word on this."

"Um...ok?" The boy said as they walked up the stairs just as Spectra took off her 'skin'.

"AAAAAAAAAAAAAAHHHHHHHHH!" screamed the boss with wide eyes as the only thing being seen from the scene was from behind Spectra with black and white striped tentacles poking out with the boss curling up and shielding himself from the sight.

"Now let me take your soul!" She cackled as she moved closer to him as a long tongue licked the boss's cheek. "I bet it tastes like chicken."

"N-NO! Please don't take my soul!"

"It's too late." She said with a dark grin. "Unless..."

"What? Unless what?"

"Unless you abandon your cruel ways and apologize to the boy you tried to mug." she held her claws out. "Or I will devour your soul and let it sit in my stomach till the end of time!"

"AAAHH! All right all right!" He screamed in fear. "I'll stop being a criminal!"

"And?" Spectra grinned while flexing her claws.

"I'll apologize to the kid! Just don't eat my soul!"

"Good." she pulled back with a smile. "But remember, if you and your friend both don't change completely and stick to your word, I'll be back." She then moved her hand towards the man's cheek, leaving a deep scratch. "And I will kill you and devour your soul as slowly and painfully as possible."

He nodded so fast his head looked like it might pop off as Spectra went intangible and floated out of the house. Only to return.

"Oh and I will eat your soul while turning your body into paste with my claw!" She laughed as the man fainted from that part. "He he. This was the best fun I had in years."

"Uh yeah." spoke Ben as they walked away. "Um, but maybe go a little easy next time. Don't wanna scare them too much."

"I can't promise that Ben." She chuckled. "But maybe next time you can do the scaring with me?"

"That'll work." replied Ben before turning to the boy. "Looks like you're off the hook from those guys now."

"Thank you." He said with a smile. "Thank you so much!"

"No problem, it's what heroes do." he grinned. "But uh, can you not tell anyone else about this?"

"After what you did? I'm keeping my lips quiet." He said while making the 'zipper' motion with his hands. "And I'm no snitch either."

"Thanks kid." nodded Ben as he and Spectra made their way over to the motel.

"That was fun Ben." Spectra smiled. "We should do it again. Maybe with Hope and Gwen?"

"Uh, maybe not. It'd get kinda old." he suggested. 'I think she liked that a little too much.'

"So I can't put a spider in their beds?"

"Mmm, maybe."

"And a skunk?" She grinned as they entered the room.

"That might come back to bite us later."

"How about a…..snake? It might work."

"Or…..we take a long break from scaring people." he suggested getting nervous with her choices.

"So no colored water in their bathtubs?" Spectra asked while getting a sad look on her face.

Ben sighed as he plopped on one of the beds. "Maybe, but let's just relax and maybe take a nap.

Spectra sighed before seeing Hope walking in and getting a great idea as she turned intangible and pulled down her pants. 'Hmm. White underwear with hearts. Surprising.'

"AH!" she cried out with wide eyes and a blush while Ben turned his head and blushed. "Ben! Don't look!"

"I'm not!" Ben blushed as Spectra grinned as she pulled down her underwear as well. Just as Gwen walked in.

"W-W-WHAT THE?!" she cried out while Hope quickly covered the spot and Ben looked away while trying to hide his blush. "WHAT'S GOING ON HERE?!"

"I don't know!?" Hope said before something picked her up and took off her shirt and bra. "AAAHHII!"

"He he he AHAHA!" Spectra laughed as her form turned visible to all. "Looks like I scared you Hope!"

"BIG SIS!" Yelled Hope in anger while trying to cover herself. "WHY?!"

"Well me and Ben just helped a little boy scare some thugs and I loved it!"

"So why did you take off my clothes!?" She growled in anger.

"Well the real question is how long is Gwen going to keep looking?" she teased pointing to said girl whose eyes still lingered on the spot even though it was covered by Hope's hands.

Hope blushed red before casting a spell. "_Imobila spirita!_"

Spectra looked and gasped as she felt her body freeze up. "I….can't….move."

"You can't move big sis." Hope said while finally getting out of her grip and hid behind a bed. "It will last for an entire day."

"Um….that's great and all, but can you….pull those up?" asked Gwen while looking away with a bright blush.

"Right….just don't look." She blushed as she grabbed her panties and pulled them up her body. 'Ugh. Why did you do this big sis?'

"Uh, maybe we should try to get some sleep." suggested Ben while crawling under the sheets of the bed he was on.

"For once I agree with the doofus." Gwen said while laying on the bed, as Hope layed next to her.

"Night." spoke Hope with a yawn. "And don't let the ghost statutes move." She chuckled as Spectra tried to move her mouth to retort.

'Not funny.' she grumbled in her mind. 'And it was worth it.' She thought as she tried to move. 'Damn it!'


	11. Chapter 11

Ben's lovely ghost

chapter 11

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"You alright?" Ben asked seeing Spectra stretch her body out.

"Somewhat." she said. "But really, Hope needs to learn to take a joke." 'Still worth it.'

Said woman glared at the alien while making sure her clothes were FAR away from the perverted ghost. "I can hear you ya know."

"Yet Gwen liked it." She grinned. "Especially the white panties with hearts on them. Or was it the naked bo-"

"Don't finish that!" blushed Gwen. 'I think I liked her more when she was shy.'

"Body." She chuckled while floating next to Ben. "So what do you want to do today? Besides looking for a body for myself."

"Hmmm, not sure."

Spectra sighed before looking at Hope. "Want to do a little dance? Or something else that doesn't involve me getting frozen."

Hope was about to reply before the RV suddenly jolted to a stop and confused them as they turned to see Max walking towards them with a serious expression.

"Whats going on?" Asked Ben.

"Did we hit a deer?" Spectra asked. "Or another alien attack?"

"No, but we've got a problem." sighed Max. "The Circus Freaks are back."

"Wait what!" Both Ben and Gwen said with wide eyes.

"Um...who are they?" asked Hope who was completely lost.

"These guys Ben fought a while back and then came back around the time Spectra showed up." informed Gwen. "They had a boss who sucked up people's positive energy and made himself stronger, but Ben used Ghostfreak to scare him and….well made him go pop. Literally."

"It was odd. Especially seeing him scared at what was inside Ghostfreak." Ben said with a shiver. "It even freaked me out."

Spectra looked a little offended at that. "Well sorry for having a 'freaky' body."

"N-Not that there's anything wrong with that." he spoke holding his hands up.

She sighed before ruffling his head. "That's good, but try not to blurt that out around me." 'Note to self, give him atomic wedge after this fight.'

"Well if they're just some circus group, they don't sound so tough." Hope waved off.

"No they're not." Gwen said. "Because one spits acid, another is stronger like an ox who can bend steel, and the last one can use her hair as a weapon. Not to mention without their boss they're pretty much like thugs since they can't work that well together."

Hope looked at Gwen before hugging her. "Don't worry Gwen. I won't let them lay a finger on you." 'And that's a promise.'

"Don't worry, I can manage." she patted her back. "After all, we handled you didn't we?" she teased.

"Yes, but I hugged you the first time we met." She teased back. "And it was actually nice back then."

Gwen blushed at that as Spectra saw a….human thumb running at them. "Um guys, incoming thumb!"

They looked out the window and saw one of the circus trio spit out a glob of acid that melted the melted the metal around the window and caused it to fall and break on the ground before Ben dialed on his watch with Hope projecting a mana barrier over the hole.

"Ok, now I'm ready to send them back to the bigtop!" Spectra said while Ben turned into Stinkfly.

"I knew that stinking RV looked familiar. Now it's time for some payback." spoke Acid Breath before spitting a stream of acid against the barrier.

"Let's break it to pieces." Thumbskull laughed before throwing a car hood at the barrier. Both attacks either bounced off or calmly slid off with both getting mad.

"You are really stupid." Spoke Stinkfly while sticking his tongue out. Hope lowered the field before he flew out above them and fired goo that hit Acid Breath's face and fired some at Thumbskull's head.

"Gah!"

"It stinks!"

Stinkfly chuckled at that before seeing some long orange hair with black hair peices at the ends coming at him while flying out of its reach. "Woah! Looks like the whole gang's here now."

"Taste acid!" Acid Breath yelled before spitting acid at the alien. Not knowing that something was behind him.

"Boo." Spectra said before possessing him. She shook her head and looked at Acid Breath's body. 'Now I see why this guy is part of a circus.'

"Hey Acid." Thumbskull called out. "Keep firing at the bug!"

"Mmm. No." she said before spitting at him.

"Woah!" Thumbskull jumped back. "What are you doing?! The brat's are the other way!"

"No, he's right in front of me." She said while spitting more acid at the surprised human tank, with each one hitting some cars and pavement in the process.

"You idiot! Look at his eyes! That's not Acid Breath!" called Frightwig before her hair lashed out and knocked Spectra on the pavement. "It's that ghost who we were forced to work for back when we tried to rob that preppy school."

"Um….who? I kind of blacked out back then."

Frightwig facepalmed before Spectra turned intangible and entered Thumbskull's body. "Oh no you don't!" she swung her hair out and picked Thumbskull's body up before hurling it at Stinkfly.

"Oh snap." Stinkfly said in wide eyes before getting hit and fell to the ground. "Ow…"

"You alright?" asked Spectra rubbing her head while Hope and Gwen ran over with Hope making another barrier to block Acid Breath's acid with Gwen distracting Frightwig.

"Not really, just get off me." He said while feeling crushed by the possessed body.

Spectra got off Stinkfly who took to the sky and started raining goo over the other two while Hope conjured a bubble around Acid Breath with some of the goo getting in Frightwig's hair.

"Gah!"

"You will be turned into slag!" Acid Breath growled while trying to get out of the bubble.

"Well try and get out then?" smirked Hope. "Oh wait you can't, otherwise you'll just burn yourself." She then saw a long hair coming at her and sent her into a car.

"Looks like if we hit you then your little trick is history." Frightwig grinned.

"Hey split ends!" Gwen called out front flipping and kicked the woman in the gut and took a fighting stance. "Don't go hitting my girlfriend around when you've got me to deal with."

That confused her as she attacked Gwen with her hair. "What are you blabbering about?"

"You heard." Gwen said while dodging the hair. "She is my girlfriend, and you will face me."

"Look kids, I don't think you understand how it works, but she's like twice your age." she laughed. "Sounds like someone's got a crush cause if you're smart, you'd know dating someone that older is illegal."

"Actually." Hope said while summoning some rock monsters. "It's not that illegal. And I'm waiting until she's of legal age before anything big happens."

Spectra ran over and tackled Frightwig while Hope started shrinking the bubble around Acid Breath.

"I wonder." Spectra said while throwing her into a car. "How would your body work when I possess you?"

Frightwig growled before seeing a circus ball bounce over to them and near Spectra.

The ball then exploded as a very familiar person appeared with a grin. "It's show time!"

"Boss!" spoke Frightwig and Acid Breath with Ben and his friends frowning as the clown cracked his neck.

"Having a problem?" He said with a slight frown before seeing 'Thumbskull'. "And what's wrong with Thumbskull?"

"That's not Thumbskull. It's a ghost that's possessing him."

Zombozo raised an eyebrow at that as an arm fell off him. 'Not again!' "So you let a ghost make a monkey out of you lot?!"

"So you're the clown who gave Ben trouble." spoke Spectra cracking her knuckles. "Good, now I can personally whip your butt."

"Mmm, na." He said before disappearing in a confetti cloud and appeared behind 'Thumbskull' before hitting her with a very heavy hammer. "That would be no fun at all."

"Spectra!" called Stinkfly before flying at Zombozo's before the watched timed out and he fell on the ground and near the clown's feet. "Stupid watch."

"Ah yes." He grinned. "The little brat that ruined my plans." he reached down and picked Ben up. "You know, when that happened I was mad, but it gave me some time to think. And guess what? I made some modifications to the Psyclown and used it to get even more stronger." he threw Ben over and hit Gwen while chuckling. "I've hidden and bid my time by going to town to town and have gotten more stronger than ever. So let's see what you got for me." He cackled while grabbing his arm and put it back in its socket.

"So you can detach your limbs?" Hope frowned while throwing mana blasts at the clown. "That's just lame. Even for a villain."

He laughed and batted the blasts away. "Maybe, but they're more useful than you think. And who are you? The brat's babysitter?"

"I'm her girlfriend!" She growled while sending more mana blasts at the clown while Ben and Gwen slowly got up.

"Spectra, you alright?" Ben asked the alien who was still in Thumbskull's body.

"Yes, but this guy won't be when he gets his body back." She said with a shrug. "But I'm starting to hate that clown!"

"Wait, what if you just take over his body?" asked Gwen.

"That could work if I could get to him. But he also looks like his mind is TOO insane for me to overshadow."

"I'm gonna see if I can knock him around, you try and work out a plan." spoke Ben fiddling with the watch before pressing down and transformed into Diamondhead. "Alright, now that's what I'm talking about."

"I'll cover you." Gwen said before casting a spell. "_Inferna Confinda!_"

A torrent of flames appeared from the ground and surrounded Zombozo in a ring of fire.

"Sorry kiddies, but I only do this with lions, unless I see a hoop and make you jump through them." he laughed before seeing his feet get stuck in diamonds popping up from the ground. "What the?!"

Spectra took the chance and ran over before using Thumbskull's force to ram into Zombozo's gut which yanked him out of the diamonds and tackled him against a car.

"Ow. I think you got me." The clown said before using a hand buzzer to shock Spectra. "Not."

"Ahhhh!" she cried out before flying out of his body and rubbed her head. 'Damn it! I'll remember that!'

"Wait." He said while looking closer at the ghost. "You're that ghost that blew me up like a balloon!" He then looked more carefully at her. "But something's different, a new haircut? No that's not it….oh I know. You're a girl!"

"That's right, and you're dead!" she growled flying at him while going intangible, but she felt a bigger shock and was knocked back while he smirked and crossed his arms.

"Good thing I invested in a electric suit." the clown laughed as his leg fell off. "Damn it!" he put it back on and grinned. "It's not only powered by this," he pointed to a device on his back. "My mobile Psyclown, but I brought it with just in case I got a round two with the kid, and it looks like it works just right."

"Well it looks like a large nail." spoke Diamondhead. "A very stupid looking one."

"Well it also lets me do this." Zombozo flew at Diamondhead with his hand sparking and punched Diamondhead and sent him crashing into the RV. "And the best part is that it can steal your positive energy every time it hits you. Granted I need to make contact while using the positive energy I've stolen, but with my plan and boost in strength, it won't be a problem."

Diamondhead groaned as he got up before sending shards of hard crystal at the clown.

Which didn't work as he just 'poofed' away again.

Hope and Gwen tried using their magic and mana to hold Thumbskull and Acid Breath back with Spectra dodging each of Frightwig's strikes.

"Mmm, too slow." Spectra said while smirking internally as the girl got really irked at that. "Even a dog could aim better than you."

Frightwig let out an angry before before shooting all the tendrils at Spectra. Which went through her and hit Zombozo in the back.

"Hey!" he turned and glared at Frightwig. "Watch where you use those things!"

"Sorry boss!"

"You better be or I'll have to give you a crash course in 'funny slapstick'." he said with an edge in his tone at the words 'funny slapstick'.

She gulped while trying again to hit Spectra.

"Now where were we?" Zombozo said while pulling out a large 'toy' shot gun and aimed it at Diamondhead. "Oh yes, me taking your energy from your dying corpse!"

Diamondhead growled before forming a large wall of diamonds to take the blast. "Little help over here!"

"Same here!" Gwen yelled back while putting a barrier around her and Acid Breath.

"Little busy!" called Hope since Thumbskull was furiously banging the buggle she made and hurled it away so he'd crash into a tree and ran to Gwen's bubble. "I'm coming Gwen!" She then raised her hand and started another spell. "_Demonist Ifeita Rita Repulsa!_"

A large push of gravity sent Acid Breath flying into a bus as said mutant felt his muscles retrained.

"Thanks." smiled Gwen with relief.

"Anytime." She said while feeling a little weak. "But don't use that spell unless you are backed into a corner Gwen. It takes more energy than necessary to form this spell."

"You got it." she nodded as they turned and saw Diamondhead dodging punches from Zombozo.

"Just hold still." He said getting annoyed at the brat's resistance. "I'm just going to take your energy and kill you!"

"Not if you can't hit me!" he taunted before grabbing the clown's wrists and stopped his punches. "You said your weakness, you're using the positive energy on that machine on your back. But you need to hit me to take more, but if you throw fists and don't hit me, you're just wasting power. But what happens if I stop you altogether?"

The clown started to chuckled darkly before laughing like a madman. "You idiot! You think that this is the only one I have? Ha!" His chest then started to glow red. "After that little explosion, I decided to give myself a little upgrade. Now I can take energy just by being right near someone! And you fell for it boy! Ahaha!"

'Uh oh.'

The glowing object on Zombozo started to glow brighter as Diamondhead started to get weaker and weaker.

"N-No." he groaned falling to his knees. 'I've gotta get away from him!'

"Your energy is delicious!" The clown laughed while grinning like mad. "Maybe I should let you live so I can use you as a battery for my hunger."

"No!" cried out Spectra before going intangible and flew through Frightwig's hair before jumping into her body.

Frightwig's body convulsed as her mind started to be possessed by the ghost. Her eyes changed before narrowing as she sent her hair at the clown and wrapped around him.

"You bitch!" He growled as the electric suit shocked her. "You dare to attack me? The one that kept you from starving?!"

"AHHH!" she cried out with Spectra falling to her knees as the hair unraveled and she gritted her teeth. 'I need to get rid of that suit!'

"Well it looks like I have to use THAT function on you." He growled as the glowing chest turned a dark green. "Have fun with your past!" A green blast was shot out of the chest and hit Spectra full power as a mental scream of anguish was heard in the occupied body.

'No! Stop it! NOOOO!' came Frightwig's scream. 'STOP! D-DON'T COME ANY CLOSER!'

'What the?' Spectra thought as she decided to look into this person's mind.

(Frightwig's mind)

Spectra looked around as she saw a house with blood running down its walls. It's windows were smashed to look like teeth and a cry of a girl was heard along with the sound of gun shots.

"You little bitch! I will fucking kill you!" Yelled a man as more gunshots were heard.

"No! Please don't!"

"Shut up!" The man yelled while the sound of kicking and bones breaking was heard. "You don't have the right to speak back to me animal! You are a freak! A lowly animal!"

Spectra slowly floated down the hall while narrowing her eye.

"And like all animals!" He cocked his gun while grinning. "They are put down. So say goodbye to your fucking worthless life and say hi to that bitch of a woman for me!"

Spectra entered a living room and saw a male adult pointing his gun at a child on the ground and gasped before flying at him. But found she couldn't touch him.

The gun was about to fire when the child used her hair to knock the gun back before running away. Which caused the gun to fire and hit the man in the Achilles' tendon.

"GAH! YOU LITTLE WHORE! I WILL KILL YOU LIKE I DID YOUR BEAST OF A MOTHER!" The man yelled in pain and rage as he tried to run after the girl.

She cried and ran away while Spectra followed after her.

The man grabbed a baseball bat from the stairway as the child ran into the bathroom and locked it. "Come out you bitch! I will teach you for existing you hair whore!"

She cried and curled up in the bathtub while Spectra frowned and stayed outside and saw the man coming.

"Stay back! She's just a child!"

The man didn't hear or saw the ghost as he banged on the door. "Open up bitch! Open the fucking door!"

Spectra frowned and kept trying to touch the man, but all her swipes did were go right through him.

"I will count to three. If you don't obey me like a good pet. I will break this fucking door down and bash your fucking head!" The man yelled while banging harder on the door.

Spectra flew into the bathroom and saw the girl had slightly pale skin with familiar reddish hair that moved like tendrils. "Frightwig?"

This time she got an answer. "...wig?...I'm….Anny…."

"One!"

"Wait, you can see me?" she asked in surprise.

"...yes….please help me…" She sniffled.

"Two!" The man yelled while the banging increased in strength.

Spectra frowned and floated in front of the girl. "Stay behind me, I'm not going to let him touch you."

"THREE!" The man yelled as the door was smashed to pieces. He looked at the girl and growled. "You are going to fucking pay for not obeying me you animal!"

"Leave her alone!" Spectra yelled while letting her tentacles out and shot them at the man. But it didn't do anything as the man went through the tentacles.

"You and your fucking mother are all the same!" The man yelled. "You think you are above us humans! But you are just animals! Lowly animals that should be put down and forgotten!"

"No! Please daddy! Don't!"

"Shut up!" He yelled while punching the girl in the face causing a black eye and several other injuries. "You aren't my child! You are a animal and you have lived long enough!"

"LEAVE HER ALONE!" yelled Spectra while trying frantically to swipe at him with her claws or tentacles.

The child cried as the man raised his baseball bat.

"Say good night you little slut!" He grinned as he caused the weapon to fall on her, only for a long orange hair to grab it and snapped it in half.

"GET AWAY!" she screamed out as the other hairs, while still shorter than what they would be, lashed out and knocked him back.

"Gah! You bitch!" He yelled before the hair wrapped around his body. "Get your lowly hair off me you freak!"

"I'm not a freak….mommy wasn't a freak…..YOU'RE THE FREAK!" she cried out with anger and tears in her eyes before throwing him out of the room where he hit the wall before running out and down the hall before out the front door.

Spectra looked at the girl as she felt really depressed for the girl. She tried floating after her before seeing the scenario start fading. And in its place was the same girl, now older and in rags, sitting near a wall right near an alley. The sounds of the city rang out in droves as the girl looked like she hasn't eaten in days.

"This sucks." she muttered to herself with her hair idly twitching. "I thought that place would have some left overs. But no it was just cans….again."

Spectra frowned and floated over near her. "Anny?"

"...maybe that greek restaurant garbage has some scraps?" She muttered before seeing a figure walking towards her.

"Why so glum child?" Asked a very familiar clown. "It's a nice day, well except for the smog."

"Beat it bub, I'm not some two bit hooker." she frowned looking away.

"Why would I do that? I'm not into children. I make them laugh." He pulled a flower out and sprayed her with water. "Not make them cry….much."

She growled and made her hair moved up in a threatening manner. "I said leave!"

"Hmm." He said while looking at the hair. "Interesting power you have there. You don't see that everyday."

"Well you'll see what I can do with it if you don't buzz off!"

"Well I could, but I see a soul broken by someone they cared for." He said. "Kind of like myself. Though I killed her when she tried to poison my eggs but hey. It was tough….for a few days."

"Just tell me what you want and leave me alone."

He put a hand into his pocket and took out some candy. "All I want is to help you out. Us freaks have to stay together after all."

Her eyes widened before she shook her head and turned to walk away. "I said buzz off."

The man sighed before 'exploding' into confetti and smoke and appearing in front of her. "I'm not here to cause problems, I'm just offering you a better life. No one should be living on the streets. Not even a child."

"I'm not a child!" she gritted her teeth. "I'm old enough to take care of myself."

"Yes and you're skinny like a toothpick." He said. "But think about it? If you stay here then you will starve to death or worse." He then grinned. "If you work for me at my big top however, you will be fed, clothed, respected. And most of all." He leaned down and whispered. "Loved by all."

She looked away hearing that while remembering the last time she felt love was from her mom before…

"Don't do it!" Spectra called out. "Following him will only lead to more troubles!"

"So," the clown said while extending a hand. "Want to join the big top little lady?"

"Don't do it!" spoke Spectra appearing in front of her. "Trust me on this, he's bad news."

"...he is?" Asked the girl while trying to contemplate the offer.

"You can't accept his offer."

"Why? He said I won't be on the street anymore. That I will be loved." she frowned and extended her arm out and shook his hand. "You got a deal buddy."

"Excellent. Now what is your name?"

"Anny."

"Mmm….not really a good stage name. How about Frightwig?"

"Because of my hair?"

"Big time. Plus from what I see. Those locks of hair are more a blessing then anything. And trust me." He grinned as they walked away. "I know about blessings."

"No stop!" Spectra called out before seeing the scene start changing again.

This time it was a dressing room with various flowers and a picture of the Circus Trio and Zombozo smiling. But as she looked around she saw Frightwig walking in with a black eye and bloody lip. "Oh my god!"

"...why would he do this?" She asked herself while walking towards the bed. "All I did was….voice my opinion on tonight's show….."

"Anny what's wrong? Wait….did he hit you?"

She looked at the ghost. "Yes….but why do you care? You couldn't help when I was a child so why do you fucking care!"

Spectra looked away. 'Wait, I couldn't help before or touch anyone, and she's the only one who can see me…' "A memory!" she looked at the girl. "That's why I can't change anything. Because I can't change the way things happened because I was never there when you were growing up. It's also why you're the only one who can see me, because you can see memories differently and we're in the same body. Wait, do you even know who I am?"

"You are a….ghost?" She asked while crying from the pain. "What else is there to look at?"

'She doesn't know me because this is still before she met me.' "Listen Anny, all of this is just memories. It means while I can't change what happened, that doesn't mean I can't help lessen the pain. So if you're feeling pain, tell me."

"Like I can believe you." She said while coughing some blood. "For all I know you're just going to trick me before possessing me and killing myself!"

"No I'm not!"

"Then what are you doing here then?" She growled. "Are you here to mock me or something?!"

"All I want is to try and help my friends from your boss! Right now he's making you relive the past, but you need to realize something."

She raised her good eye at her. "And that would be?"

"You can't change the past, even though I can tell you wish you could." she grew solemn. "But the fact Ben manages to stay a hero and keep going is because he doesn't let the past hold him down. If you can just find the strength to change the future, then you can make yourself into a better person with a better life."

"...what?"

"I'm saying when you get out of these memories and wake up, quit being a criminal for him and let us help you."

"Ha. Like I could." She frowned. "I'm indebted to Zombozo and why would I help normal people? What did they do for me?"

"Because there ARE good normal people out there. Ben and his family might be a little abnormal, but they're still good people who were willing to let me and Hope stick with them."

"Yea and Acid Breath isn't a fan of beastiality." She said with a slight shiver. "And even if that was true why should I help? No one helped me when I was beaten and left on the streets."

Spectra sighed. "You just have to be willing to trust me."

She looked away. "And how do I know you're not playing with me ghost?"

"Because when I tried to help you, I was trying my best to keep your father from hurting you and tried to warn you about Zombozo. If I really meant to play with you, why would I do all that?"

"...to…..help?"

"Precisely."

She looked at her. "Then what do you want from me?"

Spectra was about to reply before seeing the scene start to change. "No! Not again!"

This time it was a room covered in green flames with Frightwig chained to a wall as the image of a decayed man with a baseball bat started hitting her.

"Yes, you are a freak!" He yelled while breaking her arm. "A lowly freak!"

"AHH!"

"And I will remind you of this forever!" He grinned as Spectra started to get really tired of this guy. "And no one will save your pathetic life!"

Spectra lashed her tentacles out at the man again. But this time she could touch him as the tentacles knocked him away.

"Gah! You….who the fuck are you freak!?"

"The one who's gonna kick your ass." spoke Spectra before her tentacles picked him up and started slamming him over and over against the ground. "She's not a freak!"

The man's body started to break with each hit. "Yes….she is! She's an animal that needs to be beaten! She's my property!"

"NO SHE'S NOT!" she yelled out. "She's her own person and the only animal here is YOU!"

"Like I care what you freaks think! Humans like me are the only species that should be worth something-" he got his head ripped out for that comment. "UNHAND MY HEAD YOU BITCH!"

"How about you just disappear." She said before crushing the head into dust as the body slowly turned into ash. She flew over and tried ripping the chains off.

"You…..saved me…." She said while feeling a little warm feeling in her chest spark up.

"I told you I would, and I meant it."

She smiled as the room started to gain archaic symbols that looked like the ones on Hope's book and started to slowly glow a light pink color. "Thank….you…."

"Wait!" Spectra flew over and grabbed Frightwig's hand. "You'll be alright, just hold on."

"Even you must know….it's not possible…." She said as the symbols moved onto her and the room turned white. "I'm…..sorry….for not trusting...you...before…" she closed her eyes. "My mind….is breaking…..I guess…...all my memories…..were too much….."

Spectra gasped as Frightwig's body started to turn into dust.

"But…...at least….." She smiled. "...someone….was there for….me….."

Spectra's eye widened as she tried to grab Frighwig's hand, but it fell apart and she saw the woman all break down while feeling a tight feeling in her chest with a tear coming out.

'Don't….worry.' Spoke a fading voice. 'I….I don't mind fading….good bye….ghos...t…..' And with that Anny, the tragic villainess, faded from existence.

Spectra started sniffling before seeing the runes glow brighter and saw her own body glowing while feeling like her body was feeling heavy and felt her eye slowly close.

(Outside the mind)

"Uh….ghu...wha…." groaned Spectra feeling an odd feeling. Like her body was more upright and she had two tails instead of one and she felt like her hands were smaller. She then realized that it wasn't tails but legs, human legs! She then looked at her hand and saw that it was a pair of human hand with long nails at the end of her fingers. "What….." she turned her head, albeit with difficulty and saw white walls. "Where am I?"

"You're in the hospital young lady." Spoke a doctor. "And I have to say, you were in a nasty coma for a few weeks. And I was almost tempted to cut the plug but some acquaintances of yours told me not to."

"W...Weeks?" she spoke a little hoarse while noticing how her voice sounded different.

"Yes, and I'm surprised that you came out of that coma just as I was about to write you down as 'brain dead'." The doctor said. "But just take it easy cause your body is going to need time to slowly adjust to waking up."

She felt her body creak a little as she moved her head to the window. "You said….acquaintances?"

"Of course. A man with a red shirt came in with a white haired girl, a redhead and a boy with a strange watch on his arm came and admitted you to the hospital a few weeks ago. And the boy was crying and praying for your safe recovery."

'Ben.' thought Spectra with a smile in her mind. "How long...until I...fully recover?"

"About another two weeks. So just rest up and let you body recover." The doctor said before walking towards the door.

Spectra slowly moved her head back while still contemplating the information she just heard. 'The fact my body is different, and the runes I saw must mean….I have my own body….but Anny's gone….' She felt a tear run down her face at that memory. 'Which means she willingly gave up her body….for me.'

As she thought of this, she felt her eyes closing as her new body felt weak and fatigue. 'I hope the others...will come see me….soon….'

And with that she entered her first sleep as a human.


	12. Chapter 12

Ben's lovely ghost

chapter 12

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"You think she's alright?" Ben asked as he, Gwen, Hope, and their grandpa were heading to the room Spectra was resting.

"I hope so." Gwen said. "She did possess Frightwig when Zombozo used that blast of whatever on her."

"Trust me, the ritual went off without any problem, but even I'm not sure what effect it might have on her." spoke Hope.

"Well if that was the case, why did Spectra fall into a coma?" Asked Ben.

"Look, what's important is the doctor told us she's out of the coma, and we're going to show her we're there for her." Max interrupted.

Ben sighed as they made it to the room. Inside they saw Anny's body sitting up while looking outside the window. "S-Specta?"

She slowly turned to them and smiled. "Hey guys."

"You're alright." smiled Gwen as Ben hurried over and wrapped his arms around her in a hug. "Thank god."

"Oof!" She said while feeling a little pain. "Ben, I know you were worried but I'm still recovering." 'In more ways than….one.'

"Oh, sorry." he pulled back. "I was just a little worried you might have….gone back to sleep."

"That's silly of you Ben. If I was going back to sleep I would have done it with you." She said jokingly while feeling a little sad.

Ben blushed while Gwen and Hope snickered seeing his expression.

"So, how ya feeling?" asked Max.

"Fine, still need to get adjusted to this body….." She looked towards the window. "Thanks for caring about me."

"Why wouldn't we?" asked Hope. "We were really scared when you didn't wake up."

Spectra sighed a little. "Yeah, that's true. But I was just thinking about something."

"What?" asked Gwen.

"...just about Anny."

"Anny?"

"She's the one I'm….currently occupying."

"You mean Frightwig?" asked Ben confused.

"Yes. And during that time I saw…..things that nearly drove myself insane." she admitted looking down at the bed.

"Huh? What do you mean?"

"...I will tell you, but never tell a soul outside this room." She said with a stern face. "And be warned, it's not a pretty story."

"Sure." Hope said. "You have our word."

Spectra sighed as she started to tell her recount.

(Later)

Hope and Max's were wide while Gwen and Ben sniffled and had to hug the two as they sobbed hearing it with the two adults rubbing their backs while Spectra looked at her hands.

"That…."

"Was so…."

"Sad!" Both cried out while hugging each other tighter as tears continued to run down their cheeks.

"That's horrible." spoke Max clenching his hands. "I never imagined she was a child who made some bad choices."

Hope growled. "I can't believe that such a xenophobic monster ever existed."

"And now….she's gone."

"I should have saved her." Spectra said with tears running down her cheeks. "Nows she's gone forever…...it's all my fault."

"No it's not." frowned Hope. "Tell me big sis, do you remember anything that happened after you flew into her body?"

"Besides the hellish memories, the demonic bastard and purple symbols. That's really…..it." She said with hesitation.

"Well while you were inside…"

(Flashback)

Diamondhead saw Frightwig spasming on the ground and glared at Zombozo. "What did you do to her?!"

"Oh I just added a little fear to her." He laughed. "Scratch that, a lot of fear to make an example out of ANYONE that stands in my way!"

Diamondhead let out a war cry and charged at the clown.

"Did you forget I can just absorb you positive energy brat?" He laughed before getting punched so hard his arms and legs came off as he landed on a car. "Gah!"

"Ooh, that's gonna hurt." winced Hope as she and Gwen slammed Thumbskull and Acid Breath against each other, knocking them out with them taking a car's bumper and used it to tie around them.

"Yeah that would definitely hurt." Gwen said as Diamondhead started forming a crystal sword.

"Ow….that….hey give me back my limbs you br-" he was cut off by Diamondhead embedding the sword right near his head.

"Listen to me closely." spoke Diamondhead leaning down to glare at the clown. "You're going to prison, and you're going to stay there. You hurt my friends, and nearly killed us. I'm done being nice, if you EVER come back and cause trouble, I'll make it so you stay there, got it?"

"Ha! You don't have the-" Zombozo said before the blade moved towards his face and pointed it near his mouth. "H-Hey now there kid. You're suppose to be all naive and innocent. Can't you take a joke?"

"No." He growled while making the sword bigger. "I'm not a hero right now, I'm your executioner if you don't stay away from my friends, family and my girlfriend!"

Zombozo gulped seeing the cold hate in his eyes.

"Now tell me what you're gonna do."

"I-I'm going to jail and…..never coming back."

"Good." Diamondhead said while moving the blade away and discarding it. "But I'm going to leave you something to remember our little agreement."

Zombozo saw a large fist hit his face so hard that his nose and face were broken. He cried out in pain and held his face before Diamondhead socked him in the gut, causing him to pass out.

Diamondhead walked away from the fallen clown as the watch started to time out. He went back to Ben and let out a deep sigh as Gwen walked over. "Man, I can't believe I said all that."

"Well you were mad. Trust me, if Hope was hurt I would have done the same thing." Gwen said before getting hugged by said magician.

"Thanks Gwen." smiled the teen before looking at Ben. "Look Ben, sometimes anger can get to you, and with what he said, you couldn't help yourself. Saying something like that and actually doing it are two different things, alright?"

"Right….." He said looking at his feet.

"Ben." Gwen frowned. "Were you really planning that?"

"A little…." he admitted before going wide eyed as he remembered something. "SPECTRA!"

They also realized and ran toward the fallen Frightwig/Spectra. She kept shaking while Hope got closer and held her head up while her hand glowed as she waved it over her.

"Is she alright?" Ben asked frantically.

"I'm not sure. I can't get her out and it's like both souls are in conflict." she frowned. "If I try to force her out I might yank the other soul out and not be able to put it back."

"There must be something you can do!" He yelled. "You're an expert, can't you just use some magic mumbo jumbo to fix Spectra?!"

"It's not that simple." frowned Gwen. "If she doesn't take it slowly and carefully we could lose Spectra. Is that what you want Ben?"

Ben went quiet at that while looking at the body with a frown.

"Gah….too….much….make it…..stop…." spoke the woman clawing at the ground while in Hope's hold. "Please….stop…..daddy….stop…."

"What's going on with her?" Asked Gwen.

"PLEASE MAKE IT STOP!" cried out Anny with wide eyes with them moving around frantically before shutting as she clawed around at the air while letting scared screams.

"What the hell's going on with her Hope?!"

"She must be experiencing a horrible nightmare because of that clown. At this rate her body could die from the stress her mind is putting on her body. If I can't do something both of them could die." she frowned before her eyes widen. "Unless…"

"Unless what?" Asked Ben.

"Remember the way I said to give Spectra her body? If this woman gives her consent to let Spectra have it, I might be able to save both because Spectra would be put in control and this woman's mind would have a chance to rest."

"What are you waiting for?!" Ben yelled while grabbing Hope's shirt. "Do it! Save Spectra RIGHT NOW!"

Gwen pulled him off Hope while she made the woman face her as she leaned down.

"Spectra? Frightwig? Can either of you hear me?"

No response other than screaming and the occasional use of 'ghost'.

"Listen to me, I have a way to help both of you, but I need Frightwig to speak up."

"Ugh…..ghost…..where are you?..." Spoke Frightwig's voice. "...where did….you go?"

"Listen to me Frightwig, I'm going to need your consent to try and save you and Spectra. I need you to agree to the ritual and I'll do all I can to save you."

"...pain….end….the pain….ghost….help….me…." She said while sniffling a little. "Please…..save….me…."

"Don't worry, you will be." Hope set her head down and her hands glowed before part of the earth started shifting up and slowly molded into the shape of a person and levitated it over her body. "You two step back, I need concentration."

Both nodded reluctantly as they moved back away from the ritual.

Hope's eye glowed and her hands became a dark purple as she spoke the incarnation. "O princeps mortui audient vocem meam. Auxilium peto a vobis regnum mortale. Ante duas animas convenientiam vas in opus. Per deos lucem tenebras, si vis tibi non potest. Sed princeps mortuorum dare potestatem corpus et animam, ut omnes unum!" ("Oh ruler of the dead, hear my call. I ask your assistance on the mortal realm. Before you are two souls of compatibility in need of a vessel of life. By the gods of light and darkness, I give you my energy if thou powers fail. Now ruler of the dead, give the power to bring them together as one body and soul!")

Her hands shot out a beam to the mold before it started to go transparent and slide over Frightwig before it disappeared while unseen by the others it started shaping around Spectra inside, causing herself to merge with the body.

"Ah….ah…...there…" Hope said while the energy beam slowly died out. "It's….done….."

Ben and Gwen walked over and started to see Frightwig start going silent and panted with her eyes still shut.

"Are you alright?" Asked Gwen with worry.

"I'm just…..tired….but at least…..I didn't lose my…..life….energy from….that…." she panted. "She….should….be…..alright now…."

Gwen help her girlfriend up. "But what about you?"

"Just give me an hour….I'll be alright." She panted. "But...thank you….Gwen."

Gwen smiled and helped Hope back up as Ben walked over to the body and saw it breathing and gave it a light shake.

"...don't worry….." She said. "...good….bye….gho...st….." As she said that her breathing slowly stopped before it was slowly replaced with a low heart beat.

"Spectra? Spectra!" Ben started to shake her harder. But she didn't respond. "SPECTRA!"

"Ben, just wait. She's just….unconscious?" Hope said with mixed emotions. 'Was it….a failure? No I would have lost my life energy if it was.' "She just needs medical help."

"Why? What's wrong with her?!" asked Ben she shook her more. "Spectra wake up! Wake up!"

"Ben!" Gwen yelled as she yanked him back. "Knock it off."

"But Spectra! She….she could be…." he trailed off.

"Doufus. Just calm down or I will give you a never ending wedge." She said with a stern face. "Got it?"

Ben grew silent before quickly moving over and started to grunt as he picked up the right side of Frightwig's body. "If she needs medical help, then I'll take her there myself."

Gwen sighed as she picked up the left side of Frightwig's body. "Then I better help you then."

"I'll help too." spoke Max walking over and helped pick her up bridal style. "I hid in the RV since you kids seemed to have it handle. Now let me give you all a hand."

"And I….will get….rid of the debris." Hope panted while activating her mana, but fell to her knees. 'That ritual really took a lot of my magic.'

"Don't worry about it, we don't anyway when this happens." spoke Gwen moving over to let Hope lean on her. "Let's just get to the hospital and fast."

"Ok….Gwenny." She said with a teasing pant.

Gwen stuck her tongue out before the group headed off for the hospital.

(End of flashback)

"If anything," Hope looked at the floor. "It's my fault because I failed to get her to stay. Maybe if I was faster she'd be fine."

Spectra looked at her sadly. "... maybe….but. She said that she didn't mind fading away. Anny saw that I helped her. And she….was at peace." she closed her eyes with a tear dripping down. "But I won't forget her, none of us should forget her."

All four nodded sadly as Ben and Gwen continued to hug each other for comfort. For about ten more seconds before realizing what they were doing. They broke away with Gwen going to Hope to hug while Ben moved over and hugged Spectra.

"Ben….how do I look? I haven't check a mirror yet."

"Oh, hang on." he pulled away and moved over before grabbing a hand mirror and handed it to her. "You actually don't look too bad."

She looked and saw her new face. Her hair now had black stripes and her eyes were now mismatched with her left eye being white and her right eye being pink. "T-This is me?" she grabbed the mirror and saw the nails being black and looked sharper than a usual person's.

"Yes it it." Ben chuckled uncomfortably. "But it does look nice….even if well…."

"Well what?"

"You know…..Frigh- I mean Anny's body being your new one…." 'She's going to cry, just great!'

Spectra set the mirror down and patted Ben's head. "I know this is going to be hard to get use to, but I think Anny would want us to keep going. If we keep feeling sad then we won't be able to make a future for ourselves."

"Yeah. I guess you're right." Ben said while praying for her soul.

"Besides, I've gotta take some time to get use to this body." she replied while stretching out her arms with a groan. "And it's gonna take time."

"Yeah but hey at least I can't use spirit paralyzing spells on you now big sis." Hope chuckled. "Maybe some regular ones."

"And you forget these can work like my tentacles." she smirked pointing to her hair. "And they have a bigger reach."

Hope blushed while covering her body. "D-Don't even think about it!"

"Yeah, that's what I thought." she snickered while the doctor entered the room.

"Oh sorry, but visiting hours are about to end."

They frowned hearing that, but complied and made their way out. Well except Ben who got a nidea.

"Um, I kind of need the bathroom." He said while running the opposite direction. "Don't leave without me!"

Gwen rolled her eyes while Ben shut the door slightly and dialed through the watch. As he slammed down the watch, he shrunk and got Grey Matter. The wrong alien!

"Damn it! It was supposed to be….oh wait. Does Ghostfreak even exist in this DNA containing device?" he muttered before sighing. "Forget it, it'll have to do."

(With Spectra)

"Mmm, maybe I should cut these?" She asked herself while looking at the nails. "Or just trim them a little bit."

"Spectra." Spoke a voice from behind her. "It's me."

She blinked and looked behind her but didn't see anyone.

"Never mind. I'm somehow stuck in your hair." The voice said as something tugged at Spectra's hair. "A little help here?"

She looked and saw some feet sticking out and pulled them out and saw it was Grey Matter. "Ben? What are you doing?"

"I wanted to spend more time with you." He chuckled. "I was still wanting to see you a lot more than four hours."

"Hey, well I appreciate it, just try not to let the doctors see you." she chuckled letting him stand in her hands.

"Well my first thought was Ghostfreak but….I actually don't know if it's still in the watch." He sheepishly said.

"Well I don't mind you in this form, really it lets me do this." she smiled bringing a finger down and rubbed it against him.

"Hey! S-Stop tickling me!"

"Mmm, no." She grinned while rubbing faster. He kept laughing while rubbing it against his belly.

But this as about to turn sour as the symbol started to beep red.

"Oh snap!" Gray Matter laughed while trying to get out of the finger and away from Spectra.

She however noticed and quickly set him down before he went back to his human form.

"Thanks for that save." He said with a sigh of relief.

"No problem, but you really do need to head out. Today they start getting me started on my sessions to get my body back up to speed, and it's gonna take A LONG time."

"Oh…..ok." He said with a sigh. "But could we….kiss?"

"Kind of bold of you Ben." She teased. "I already get a new body and you want us to kiss?"

"I-I just…." He blushed while being unable to get the words out of his mouth.

"What say we do it AFTER I get fully use to it, ok?"

Ben sighed before moving towards the door.

"Ben, come here a second." Spectra beckoned.

"Yes?" He said while walking back before getting hugged.

"I'll be back before you know it." She smiled while letting him go.

He smiled and nodded before he hugged back and left the room.

(Time skip)

"Ok just sign these papers and your friend can be released." spoke the receptionist sliding the release forms to Max.

He nodded before signing the papers. Spectra was leaning against the wall since her legs still felt a little tired.

"This is really harder than floating." She muttered to herself about seeing Max walk towards her. "So I can leave?" 'Finally!'

"Yup, but you're still gonna need to take it easy on your legs." He said while helping her and let her lean on him as they left through the front doors.

"I figured. But at least I can still use my hands." She chuckled as they slowly made it to the RV. "I just hope I can get use to my hair faster."

"Well, don't worry about it right now. Just concentrate on your legs." spoke Max as he opened the door and helped her go in first before following and closed the door before carefully easing her onto the seat.

Spectra sighed as she sat down. Only to see Ben running towards her before he started to hug her left arm.

"Spectra!" He cried out with a smile.

"Hi Ben." she smiled hugging him back. "I missed you too kiddo."

"Same here." He said. "So how are you holding up?"

"Still a little shaky with the legs and hair but otherwise I'm healthier than an ox!"

"...are you sure?"

"Yep." She said while feeling a little more pain in her legs. "Um….never mind."

"Maybe you should take a nap just in case."

"In your bed?" She asked with a chuckle. "How naughty of you Ben."

Ben blushed at that. "W-What?!"

"Just kidding silly." she smiled while ruffling his hair. "But I don't mind sleeping with you."

He sighed. "Alright, but….no funny business."

"Relax, I like teasing you, but even I know when to NOT cross that line, especially since I technically have to follow the rules now that I'm, well human."

"Alright then." He said while helping her up. "Let's head to my bed."

Spectra smiled at that was they slowly walked towards the bed. "Oh, that reminds me."

"What's that Spectra?" He asked while helping her into the bed.

She smirked and grabbed his face before pulling him over and pressed their lips together.

Ben blushed red as he felt the lips against his own. 'Oh right, the kiss she said before.'

She broke away and smiled. "Liked it Ben? I was saving it for a month."

"Y...Y….Yeah." he nodded with his face looking pink.

"Well maybe you want seconds?" She said with a flirty tone.

"Um…"

"Kidding~" she sang before laying on the bed and made Ben lay down beside her. "But you should see your face."

"T-That's not funny!" He blushed red.

"I know. But it made you look so cute." She smiled. "Well, I'm going to take a nap. So….night."

"Night." he nodded while relaxing besides her and set a hand on her side while she hugged him. 'This is nice. Anny? If you're seeing this, thank you.'

As he layed down, a translucent figure of said woman smiled at the scene before vanishing into mist.


	13. Chapter 13

Ben's lovely ghost

chapter 13

Happy Halloween everyone!

xxxxxxxxxxxx

(Insert Namidaboshi- Black Cat)

-Age 10-

"Bye grandpa!" waved Ben as he and Spectra waved the man and Gwen off while they stood in front of Ben's house.

"Later dofus!" Gwen waved as Hope also waved back as well.

"Good bye you guys!" Spectra called out.

"Be careful big sis!" Hope called out.

"Same with you!" She smiled. "And don't worry, I will keep Ben safe Max."

"I know you will!" Max called back as they turned and disappeared around the corner.

Spectra smiled before looking at Ben. "This was a nice summer right Ben?"

"Yeah," he turned to his house and frowned. "But now things just got way tougher."

"Yeah…..but maybe they will be reasonable?"

"Well me bringing home a girl older than me after going on a trip all summer might be a little tricky if it's asking them if she can stay."

"Well," she smiled. "I know it would be tough, but I have faith that you will win them over."

'It's not me I'm worried about.' he thought before knocking on the door.

The door opened as Sandra came out of the doorway. "Ben! It's great to see you….again." she spoke before noticing Spectra. "Oh, hello there. Can I help you?"

"Oh, well um…" She gulped. "Well…." 'Why can't I say it!'

"Mom, this is a friend of mine I made over the summer. Her name's Spectra." spoke up Ben.

"Oh? How nice. But that doesn't explain why she's here." she remarked noting how much older Spectra was.

"Well…..I um….if you don't mind….want to stay here?" Spectra gulped. "You see….I'm….um….homeless since a fire burned my house down."

"Oh, I'm so sorry." spoke Sandra with sympathy. "But...well you two come inside. We'll talk with Carl first."

Spectra nodded before letting Ben into the house first. 'This is going to end badly….I hope not!'

(Later)

Carl looked at Spectra while the family were sitting at the table. "So tell us Spectra, just how did you meet our son?"

"Well…..I kind of…..um…" She gulped. "Well….his grandpa and cousin were driving by when it happened, found me, and thought coming with them on their trip might make me feel better, and it did, and I'm very grateful to them for it."

"But what happened." Sandra said confused. "Were you lost or something?"

"Kind of." She lied. "I forgot a map, my car broke down a few miles away, and….I was dying from heatstroke."

"But if your house burned down, don't you have some family to help you?" asked Carl with a raised eyebrow.

Spectra sighed. "My family is dead. Mother died when I was a baby, my father died in a car accident at age eight, and everyone else died in someway. So….I have no one left." she looked down at the floor. "And I know you're going to ask about my appearance, well a little bit when I became a teen, I ran off and joined a circus, or it was more of a freak show."

"Freak show?" Both said confused.

"Yes, and I had to take the name Frightwig because….of this." She said while moving one of her hairs.

Both parents were stunned and nearly stood up.

"Look guys, she's gone through a lot of stuff, and she's a really nice person. Can she please stay here?" pleaded Ben. "I'll do double my chores and you can even cut my allowance if that'll help."

"I don't know." Carl said.

"Please, I will….even do more time focusing on my homework. Just please let Spectra stay with us!"

Both turned to each other. "Well….we'll need more time to think about it, but she can stay here tonight and we'll give our answer in the morning."

"Thank you!" Ben said with a smile as Spectra sighed in her head.

-Later that night-

"And this will be your room." Sandra said while showing Spectra a room with a simple bed in the corner. "I know it's not much but it's a nice room right?"

"Yes, and thank you very much for this and dinner." smiled Spectra.

"You're welcome." She smiled back. "Now if you need anything just ask."

Spectra nodded as the woman let her be. She walked in and sat on the bed and let out a sigh. 'Oh man, I really hope they say yes. Otherwise I don't know what I'm gonna do.' She then laid on the bed and closed her eyes. 'Maybe a nap will calm my nerves a little?'

Before she could close her eyes she heard footsteps and saw Ben walk over. "Hey, how ya feeling Spectra?"

"Stressed, tired, and for some reason have a tense leg." She said while Ben walked over and sat next to her.

"Don't worry, just have confidence." he smiled patting her shoulder.

"It's hard." She sighed. "Especially when they might say no."

"They won't." Ben reassured her. "And I've got just the thing to see ahead of time."

"What are you referring to?"

Ben dialed through the Omnitrix before slamming down on it before becoming Grey Matter. "Small size and smarts, I'll be right back."

"Just don't get caught." Spectra warned.

"Like that will happen." he smirked before heading down the hall and stayed low as he moved near his parent's open door. He then saw the door slightly opened as he heard his parents talking.

"Are you sure that letting her live here is a good idea?" Asked Carl.

"I understand why you'd be cautious, and so am I. But the look in her eyes showed she was scared and nervous. I don't want to put my full trust in her, especially when Ben might be put at risk, but she didn't seem like someone who had something to hide or meant any harm."

"Still, I think she shouldn't stay here. What if that hair of hers harmed Ben?"

"Well maybe we talk to her about that. Like, have her wear some scrunchies or rope to keep her hair together and if even one is broken, we take that as a sign she used it. This way we can make her keep a promise to see if she'll build our trust, and to see if she's using them to mean anyone harm."

Carl sighed. "Fine, but if she's hiding anything she's out."

"Well it depends on what she's hiding because sometimes people will lie because sometimes there truths people want to forget and get scared when it gets brought up."

"True. But still, what if….." He sighed. "She's an alien that dad talks about?"

"Oh come now Carl, what are the chances of that being true?"

"About ten to one." He sighed. "But let's get some sleep."

Hearing that Grey Matter turned and rushed back to the quest bedroom.

Spectra noticed him and got up. "What did you hear? Did they say they would let me stay?"

"Well, they said you need to tie up your hair, that you need to earn their trust, and….they somehow know about aliens."

Spectra's eyes widened at the last part.

"Apparently grandpa mentioned it to my dad before, but don't get nervous, they don't seem to really be sure."

"Well…..that's good to hear." She sighed. "But I'm getting tired."

"You get some rest, I'll see ya in the morning."

"Night Ben." She smiled before laying down and closed her eyes.

-Next day-

"Ugh…" Spectra yawned while stretching. "That was a nice bed." 'And comfy too.'

"Oh. Morning." Sandra said while cooking breakfast, which….looked like green eggs with a side of blue goop. "Sleep well?"

"Yes." She yawned. "Slept like a baby."

"Well before I get breakfast started, me and Carl came to a decision last night. We think it's fine if you stay here, but...well there's a little condition."

"Yes?" She asked while sitting down at the table.

"Just to be sure Ben's alright, and because we want to make sure no one gets hurt, Carl feels you should wear some scrunchies or something to help tie your hair back. It's nothing against you, this is just to see if you can take a long time without lashing out too much with them."

Spectra nodded. "Alright, I promise miss Tennyson."

"Now Carl is going to use a rope because we don't have any scrunchies around since your hair is bigger than other people, so I hope that's alright with you."

"It's fine. But….could you make it into a bow? It might look nice."

"Sure." Sandra smiled while putting the 'food' on the table. "Eat up."

Spectra smiled at the food while Carl and Ben entered and shared a grimace seeing the breakfast, and even flinched seeing Spectra eat into it without hesitation.

"My, you really must have been hungry." She chuckled.

"It's actually pretty delicious miss Tennyson."

"Call me Sandra. Saying miss Tennyson makes me sound old."

"Sure thing." she replied and resumed eating while Ben and Carl sat down while feeling their appetites move away.

-Age 14-

Ben ran down the field with his eyes focused on the goal and tapped it with the sides of his foot before hitting it as hard as he could.

"GOAL!" Yelled the referee as the score showed 19/14. The winning goal!

"Yes!" he punched the air with a grin with his team crying out with excitement while giving him thumbs up, pats on the back, or cheering his name.

The loudest came from a woman in a white shirt and black shorts with a large hat on her head. "WAY TO GO BEN!"

Ben smiled at that while waving to her. "Hey Spectra!"

She cheered louder while waving her hands in the air.

"Dang Tennyson, that's one big fan." remarked one of his teammates.

"Yeah." He chuckled. "She's actually my number one fan."

"That's dedication!"

"And she seems pretty cute." smirked one nudging Ben.

"And hot." Another one grinned.

Ben chuckled at that before leaving the field. And getting hugged by Spectra when he got up to the stands. "Hey Spectra."

"You did great Ben." She smiled. "You really improved."

"Yup." he smiled as she let go and they started walking back home. "But to be honest, I'm thinking about being a goalie instead."

"Nonsense. You should stay a kicker." She grinned. "You know, maybe you should let me try out."

"Kinda hard considering this is the junior team." he chuckled.

"Still." She pouted. "It would have been nice."

Ben chuckled at that. "Well, I better get out of these clothes. And these shoes."

"Alright, I'll wait out here."

Ben nodded while heading towards the locker room. All the while hearing some people muttering about Spectra's um….'assets'.

"Wow, did you see that hottie watching us?"

"Maybe, and her breasts. Just look at them."

"And her ass isn't too bad as well. What I wouldn't give to touch both cheeks."

"Don't forget the tits."

Ben frowned hearing that and just focused on getting changed. 'Don't get mad, they don't know the truth and it's better if they didn't. Besides, they don't know her like I do.'

"You know, maybe I have a shot on her?" Spoke one. "She is my type after all."

"Yeah right! She's my kind of gal."

"Maybe all of us should talk to her." One said with a grin.

That was when Ben started to internally growl while thinking of the outcome. Which consisted of Spectra sending them flying with her hair.

"Hey Tennyson." spoke Cash walking over with T.J. following. "Decent game, but I've seen better."

"Like the ones you play at home." Ben shot back while finishing tying his shoes.

He frowned while slamming Ben's locker shut. "Oh, so someone thinks he's hot stuff eh?"

Ben sighed. "Really? You're trying to intimidate me or something? If that's the case, it's not working." 'I really don't have time for these two.'

Both bullies glared at that.

"Oh yeah? Well what's the deal with that girl cheering for you? She seems a little bit older than you." Cash smirked. "Maybe I should ask her out? After all, why settle for a loser like you when she can have m-"

Ben let out a cry and swung his fist and knocked Cash back, effectively silencing everyone who looked in surprise. "Shut up! I've had it with you two! You wanna try and bully me? Then come on! I've learned to handle worst stuff then you dopes. And news flash, yeah me and her are friends, and I know for a fact she wouldn't go for someone like you two. So shut up, buzz off, or I'll do the same thing you two did to me before that summer break. And trust me, I'll make it much worst."

Both gulped and nearly shit their pants.

"Y-You don't scare us Tenny-"

KAPUNCH!

T.J. fell back while holding his nose as Ben glared at him.

"One last chance, get out of here." he spoke with a firm tone. "Or else."

Using what little brain cells they had, both fled while a small trail of blood appeared on the ground.

Ben let out a deep sigh before getting finished up while ignoring the surprised looks of his teammates while heading out and saw Spectra leaning against the opposite wall.

"I saw the two idiots running out like scared mice." She said with a smirk. "Was that your doing by chance?"

"Well, they were acting like pigheaded jerks so yeah." he replied while they headed out and he glanced at his bare wrist. "If I had the watch I might have gone Four Arms on them."

"But then you could have done much worse then a bloody nose." Spectra warned. "But I have to agree, it would have been nice seeing the Omnitrix back on your arm. But like you said, you wanted a normal life."

"And with it being so calm lately wearing it around might put us more at risk." he remarked while seeing they were alone while walking and reached out before taking her hand in his.

"Oh, getting friendly all of a sudden Ben." She teased.

He blushed before she leaned down and kissed his cheek making him turn more red.

"You know." She smiled. "Even if you somehow put the watch back on, I won't be sad. Plus believe it or not, I'm getting a little bored of being 'normal'."

"Well I got a feeling about telling my parents sooner then I think."

"Same here." She gulped. "But it was more of a feeling of dread about to hit this town."

-Age 15-

"WHAT?!" spoke Carl standing up and slamming his hands on the table while looking at his son and Spectra.

"Yeah…..Spectra is an alien." Ben gulped who had grown and was wearing a black shirt, blue pants and a green jacket with white stripes and the number 10 on it, and black shoes. He had the the Omnitrix on his wrist although it was green and looked more sleeker than before. "And I've been becoming aliens to fight all kinds of bad guys when I was ten."

Carl looked livid while Sandra felt like fainting at the mention of fighting at a young age.

"Now dad, I get it's a lot to take in, and I'm sorry for lying, but tell me this. If you heard about this when we came home, what would you have said?"

"That she would be out of here." He frowned. "And I'm quite tempted on following that threat."

"Well if she goes out then you'll throw me out too." he frowned. "Ever since she came here, she's done nothing to hurt me, or anyone for that matter. She's helped around the house, been there to help when we've felt a little down, and has become part of this family. So you tell me, what has she really done to warrant her getting kicked out?"

Carl couldn't get any words out as it was all true.

"That's what I thought."

"Please, we didn't mean any harm, but we wanted to keep this a secret for a normal life." spoke Spectra who had become taller with a more curvy appearance with her hair stilled tied with rope in a bow with it looking like a long braid down her back.

Carl and Sandra looked at each other while feeling conflicted.

"But if you don't want Spectra here." Ben frowned. "Then we are mov-"

"Wait." spoke Sandra. "Look, this is a lot to take in. I mean, hearing you fighting villains, and Spectra being an alien is….well it's just a lot to really get use to. We just need some time to talk it over."

Ben and Spectra internally sighed in relief hearing that.

"But I still think fighting villains and aliens is a bad idea." Carl frowned.

"That's kinda hard not to do considering me, Gwen, and Kevin are trying to stop a bunch from taking over the world."

"Yeah, plus there are various aliens and humans that want to cause trouble." Spectra said. "So it's not an option just letting them be."

"Just….give us some time to talk it over." groaned Carl rubbing his head.

"Like about a week." Sandra clarified.

"Alright, fair enough. But if something comes up I have to go and deal with it."

"You mean we." Spectra frowned.

"Oh right, sorry about that." Ben chuckled.

"Maybe, but just go to your room." sighed Carl.

Ben nodded before getting up. He and Spectra walked out while Carl rubbed his head and felt a migraine coming on.

(With Ben and Spectra)

"Oh god, I thought I wasn't gonna be able to get it out." spoke Ben laying on his bed.

"Same here." Spectra sighed. "I nearly had a heart attack. Your parents are very intimidating when need be."

"My dad maybe, but my mom's more calm than him." he remarked while Spectra crawled on the bed and laid down next to him. "I can still feel my heart beating like a jackhammer."

Spectra put her head near his chest. "Yep, it's a jackhammer alright."

Ben blushed at that.

"I wonder if it beat this much when we kissed." she teased.

"Um….maybe we just wait until my parents are not tempted to kick you out?" He gulped.

"Come on, one kiss won't hurt." She grinned.

"Well….alright you." he smiled sitting up and pulled her onto his lap before holding his cheeks before they pressed their lips together.

They moaned as they continued to kiss for about a few minutes before Ben broke the kiss.

That's when he noticed her hair draped around him and chuckled. "Someone's getting cuddly."

"Big time." She smiled. "Plus I know you love when I do this."

"He he, you got me there Spectra."

She got off his lap before he got an idea and moved his head down onto her lap.

"You want me to rub your head Ben?" She grinned.

"Go ahead." he smiled while making himself comfy on the spot.

Spectra smiled before rubbing his head gently. 'I really love when he wants this.'

Ben relaxed on his spot while both unaware Sandra was looking in on them and smiled at the sight.

'How adorable, and they seem happy.' She thought. 'Maybe I should convince Carl into letting them stay. Especially when they seem so relaxed in each other's presence.'

Spectra heard what sounded like light snoring from Ben and giggled seeing he fell asleep and leaned down before kissing his cheek. "Goodnight Ben."

Ben snored a little more while saying. "Night…..Spectra…."

'Now I'm convinced.' Sandra smiled. 'They're meant for each other….even if Spectra is older than Ben.'

-Age 16-

Ben panted while looking banged up with his clothes a little ripped. He smirked and fell back on the ground and chuckled since he managed to defeat Vilgax AND Diagon and felt more tired than ever before.

Right next to him was Specta, who looked equally as banged up as Ben with a gash on her forehead and a torn shirt.

"Spectra…"

"Yeah….Ben?"

"How you feeling?"

"Tired. You?"

"Like I'll pass on any squid for a while." he joked with a wince. "But first, like taking a month long nap."

"Same." Spectra groaned. "Especially in your bed with some ice cream."

"I swear you're addicted to that stuff." he snickered while holding his side.

"Same with smoothies." She chuckled while feeling her sides literally hurting like hell. "Ugh, maybe we should get medical help?"

"Easy you two love birds." joked Kevin as he helped Ben stand while Gwen helped Spectra up with Hope already forming mana slabs to set them on. "Try not anything when we get to the hospital."

"Like that's going to happen."

"That's you and Turbine's job." Spectra teased as Kevin blushed red.

"I must admit, seeing how much you all put into save the world is quite remarkable." spoke Azmuth while standing on Ben's chest as they left the battlefield.

"Yeah. But could you move. It kind of hurts." Ben winced a little.

Azmuth moved to the side of the tablet and cleared his throat. "And considering you did a great deed while helping me get my sword back, I think perhaps a reward is in order. Still having trouble with the master control I take it?"

"Big time." He sweatdropped. "Especially during the battle against Sir George's men."

Azmuth moved over to the Ultimatrix and started fiddling with the dial while looking it over and pushed on it before stepping back. "There we go, but I wouldn't go using considering your condition, unless of course you want to purposely put yourself into a coma."

Ben chuckled a little at that. "I'm not that dumb to try that. Plus, it might cause me to look like Kevin that one time…."

"Don't even go there Tennyson." Kevin frowned.

"Anyways, I'll be going now. And please try not to have too much fun you two." smirked Azmuth before he glowed and disappeared from sight.

Both Ben and Spectra blushed at that as Gwen and Hope laughed.

"Looks like even Azmuth knows big sis."

(At the hospital)

"I know what I'm gonna be doing as soon we were out of here." spoke Ben with both him and Spectra in beds next to each other.

"What's that Ben? Giving me a kiss?" Spectra teased.

"I might, and more." he teased back.

"...so you are going to do 'that'?" She smiled. "Well, that might be a big stretch but-"

"Alright you two." spoke up Gwen. "The last thing we need is you two getting too worked up."

"And we don't want any mini versions of you two yet." Hope snickered. "But that does remind me. Me and Gwen have big news."

"Oh?"

"What's that little sister?" Asked Spectra.

Hope wrapped her arms around Gwen with a smile. "Me and Gwen are thinking of having a baby."

Both raised an eyebrow at that.

"One of you is a hermaphrodite?" Asked Ben confused.

Both blushed with Gwen crossing her arms. "No Ben, me and Hope just found out there's a way to mix our genes together with a spell and then put the mixture in one of us and then it'll go along the same way of being pregnant."

"Well then let me congratulate you two." smiled Ben.

"Yeah." Spectra grinned. "But who's going to be the mother first?"

"I volunteered since I am a little bit curious what it'll feel like." spoke Gwen.

"Then I'm going to be the mother." Hope grinned. "That way we can both be mothers of two beautiful children."

"But who's the godmother and godfather?" Asked Ben.

"Duh, you two." spoke Gwen.

Both dropped their jaws at that since they didn't expect this in a billion years.

"Plus we trust you." Hope smiled. "Especially when you helped us get together."

"Wow…..thanks." spoke Ben who felt honored.

"You're welcome."

"But." Gwen frowned. "Don't give them your love of smoothies or." She turned to Spectra. "Your love of scaring people with dead animals."

"It's unexpected and makes people think I'm into that. You can't deny it does send a strong message." replied Spectra.

"Just don't teach them that." Gwen glared while her eyes glowed pink. "Or I will freeze you in place in front of a stadium. In the nude!"

"Relax Gwen, she won't." spoke Ben. "But in return, you two gotta be the godparents for us."

Both turned and nodded to each other.

"Ok."

"Wait….you are going to do it now?" Hope teased. "Because I don't think the doctors will appreciate making love and getting hurt at the same-"

"SHUT UP!" they cried out with blushes with the two girls and Kevin laughing at their expressions.

-Age 42-

(Insert Epic Mickey Soundtrack: Ending Credits)

"Ken! Where are you?" called Ben who had grown up considerably well. His hair was slicked back, he sported a full beard, he had a muscular build to him, and he wore a white-striped black shirt with short sleeves, black fingerless gloves, green pants, and black boots. He wore a bigger and more advanced version of the Ultimatrix as well.

"Um…." Spoke a boy's voice from above him. "Not trying to steal cookies?"

Ben looked up and crossed his arms. "Ken, come down here."

The boy sighed before getting out of the air ducts. "Ok dad." Ken bared a striking resemblance to Ben when he was ten, with a white T-shirt with black accents and borders at the sleeves, and his trademark baggy green cargo pants. His eye color is even the same as Ben's. But his skin tone is slightly pale which he inherited from Spectra and had short hair that was red with some strands being a little longer with black tips.

"Ken, why were you in the ducts?"

"Um…..eating cookies away from Marthia." He said looking around a little nervously. Not noticing a pale girl, about eleven years old, with white and pink eyes, long purplish hair with brown tips, wearing a gothic lolita outfit, her nails were short but sharp and her legs looked a little like Spectra's tail but more human like and had a more transparent look to it.

"Hi brother!" She said in a creepy tone.

Ken jumped as she walked over to them. "Marthia."

"You weren't trying to hoard all the cookies again, were you?"

"Um…..no." He lied.

She frowned. "We are in that cookie raid together yet you took my share of the bounty."

"Kids, what have I said about sharing?" frowned Ben.

"To share." Both said with a nervous sweat. "But Ken/Marthia stole from me!"

"Enough!" he spoke up. "You both know you shouldn't eat too much sweets, especially when it's this close to dinner. So go put back the ones you have and if you're good you can each have one, but if you don't listen me and your mom will confiscate your sweet stash."

Both paled.

"Yes dad!"

"Yes, we will be good!"

Both sprinted off while Ben shook his head with a smile.

'Reminds me of myself at that age.'

"Hunny." Spoke a voice from the living room. "Can you come here a sec?"

"Comin' Spectra." he called before walking to the room.

As he walked towards the couch, he saw his wife, who was now a little older but still considered sexy with a larger chest, a slightly bigger ass, her hair was now longer and not in a bow, her clothing consisted of green sweatpants, a large gray shirt with the Ultimatrix symbol on it, and on her hand was a ring of pure Taydenite, laying on her side while she was showing the first signs of a second stage pregnancy. Or as her kids call it, her getting fat. "How ya feeling?"

"Like I could eat an entire ice cream factory and maybe a small pizza shop." She said while licking her lips.

"Well we don't have those in here, but I'll be sure to head out for groceries." he smiled walking over and held her hand.

"Ben." She smiled. "Thank you. But could you also rub my stomach?"

"Sure thing." he started rubbing her belly. "You sure you're alright? I could call Gwen and Hope just to make sure."

"Yes, plus they are too busy teaching Aida and Carly about space time magic." She chuckled before feeling a small kick.

"Ooh, I felt that." chuckled Ben rubbing her belly. "Eager little fella ain't he?"

"Ain't she." She frowned. "It might be a girl."

"That might drive Ken nuts then." he joked.

Spectra giggled at that. "But Ken likes his sister, even if they fight. So he might like another."

"Provided they don't try to play dress up with him." remarked Ben. "Then he might just start living in the air ducts."

"That'd build character." She smiled before kissing Ben's cheek. "Right Ben?"

"You betcha dear." he smiled before they pressed their lips together while the camera panned over to show a photo of a younger Ben and Spectra in a tux and wedding dress linking arms while smiling at the camera.

(Insert Epic Mickey Soundtrack: An Epic Finale)

The camera then started to slowly change into black as the words _End_ appeared and a small little ghost popped out with a question mark before fading to black.


End file.
